- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 6799
(State of Organization) (Primary Standard Industrial
Classification Number)
98-0375395
(I.R.S. Employer Identification Number)
</Table>
<Table>
CHRISTIAN BAHA
LE MARQUIS COMPLEX, UNIT 5 LE MARQUIS COMPLEX, UNIT 5
PO BOX 1479 PO BOX 1479
GRAND ANSE GRAND ANSE
ST. GEORGE'S, GRENADA ST. GEORGE'S, GRENADA
WEST INDIES WEST INDIES
(473) 439- 2418 (473) 439-2418
(Address, including zip code, and telephone (Name, address, including zip code, and
number, telephone number,
including area code, of registrant's principal including area code, of agent for service)
executive offices)
</Table>
COPY TO:
JEFFRY M. HENDERSON
DOUGLAS E. AREND
HENDERSON & LYMAN
175 WEST JACKSON BOULEVARD, SUITE 240
CHICAGO, ILLINOIS 60604
(312) 986-6960
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act") check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES BEING OFFERED REGISTERED PER UNIT(1) PRICE(1) FEE(1)
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Series A and Series B Units................
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</Table>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(1) Offering price and registration fee based upon the initial offering price
per Unit in accordance with Rule 457(d).
Registration of $200,000,000 aggregate Units allocated between Series A and
Series B based on subscriber demand, subject to $1,000,000 minimum in a Series
prior to commencement of trading.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
nor the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
PRELIMINARY PROSPECTUS DATED AUGUST 20, 2002 -- SUBJECT TO COMPLETION
PART ONE -- DISCLOSURE DOCUMENT
QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B
$200,000,000
UNITS OF LIMITED PARTNERSHIP INTEREST
THE OFFERING
Quadriga Superfund, L.P. ("Partnership") is offering two separate series of
limited partnership units, designated Series A and Series B, in an aggregate
offering amount of up to $200,000,000 for both Series A and Series B together.
The two Series will be traded and managed the same way except for the degree of
leverage. The assets of each Series will be segregated from the other Series and
each Series will be offered separately.
The Units of each Series will be offered at a price of $1,000 per unit for
the initial closing, and at net asset value per unit thereafter. Units will be
available on the last day of each month. No up-front underwriting discount or
commission will be taken. The selling agents will use their best efforts to sell
the Units offered. The offering will be conducted on a continuous basis.
THE RISKS
These are speculative securities. BEFORE YOU DECIDE WHETHER TO INVEST, READ
THIS ENTIRE PROSPECTUS CAREFULLY AND CONSIDER "THE RISKS YOU FACE" ON PAGE 6.
- Each Series is speculative and is leveraged from time to time.
- Performance can be volatile and the net asset value per unit may
fluctuate significantly in a single month.
- You could lose all or substantially all of your investment in each
Series.
- QCM has total trading authority over each Series. The use of a single
advisor could mean lack of diversification and, consequently, higher
risk.
- There is no secondary market for the Units, and none is expected to
develop. While the Units have redemption rights, there are restrictions.
For example, redemptions can occur only at the end of a month. See
"Distributions and Redemptions."
- Transfers of interest in the Units are subject to limitations, such as 30
days' advance written notice of any intent to transfer. Also, QCM may
deny a request to transfer if it determines that the transfer may result
in adverse legal or tax consequences for a Series. See "Limited
Partnership Agreement."
- Substantial expenses must be offset by trading profits and interest
income for each Series to be profitable.
- No U.S. regulatory authority or exchange has the power to compel the
enforcement of the rules of a foreign board of trade or any applicable
foreign laws.
MINIMUM INVESTMENT
$5,000 minimum initial investment per Series.
$1,000 or more for additional investments into a Series in which the
investor has made the minimum investment.
---------------------
Investors are required to make representations and warranties in connection
with their investment. Each investor is encouraged to discuss the investment
with his/her individual financial and tax adviser.
i
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.
---------------------
ii
QUADRIGA CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
AUGUST 20, 2002
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 4 AND A
STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER
THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 4.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGE 6.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES
OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES,
INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS
PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO
COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN
NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
---------------------
THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN EACH
SERIES' REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION
STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") IN WASHINGTON, D.C. EACH SERIES FILES QUARTERLY AND
ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC
PUBLIC REFERENCE FACILITY IN WASHINGTON, D.C. PLEASE CALL THE SEC AT
1-800-SEC-0300 FOR FURTHER INFORMATION. EACH SERIES' FILINGS WILL BE POSTED AT
THE SEC WEBSITE AT HTTP://WWW.SEC.GOV.
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iii
QUADRIGA CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
LE MARQUIS COMPLEX, UNIT 5
PO BOX 1479
GRAND ANSE
ST. GEORGE'S, GRENADA
WEST INDIES
(473) 439-2418
ORGANIZATIONAL CHART
The organizational chart below illustrates the relationships among the
various service providers of this offering. QCM is both the general partner and
trading advisor for each Series. The selling agents (other than Quadriga Asset
Management, Inc.) and clearing brokers are not affiliated with QCM or each
Series.
[ORGANIZATIONAL CHART]
iv
TABLE OF CONTENTS
<Table>
SUMMARY..................................................... 1
General................................................... 1
Plan of Distribution...................................... 2
How to Subscribe for Units............................. 2
Who May Invest in Each Series.......................... 2
Is the Quadriga Superfund, L.P. a Suitable Investment
for You?.............................................. 2
Risk Factors You Should Consider Before Investing in
Either Series......................................... 2
Investment Factors You Should Consider Before Investing
in Either Series...................................... 3
Quadriga Capital Management, Inc....................... 4
Charges to Each Series................................. 4
Quadriga Capital Management, Inc....................... 4
Dealers and Others..................................... 4
Breakeven Analysis..................................... 5
Distributions and Redemptions.......................... 5
Federal Income Tax Aspects............................. 6
THE RISKS YOU FACE.......................................... 7
Market Risks.............................................. 7
Possible Total Loss of an Investment in Each Series.... 7
Each Series Will Be Highly Leveraged................... 7
Illiquidity of Your Investment......................... 7
Market Illiquidity..................................... 7
Forward Transactions are Not Regulated and are Subject
to Credit Risk........................................ 7
Non-Correlated, Not Negatively Correlated, Performance
Objective............................................. 7
Trading Risks............................................. 8
Quadriga Capital Management, Inc. Analyzes Only
Technical Market Data, Not any Economic Factors
External to Market Prices............................. 8
Speculative Position Limits May Alter Trading Decisions
for Each Series....................................... 8
Increase in Assets Under Management May Affect Trading
Decisions............................................. 8
Each Series' Trading is Not Transparent................ 8
Tax Risks................................................. 8
Investors are Taxed Based on Their Share of Profits in
Each Series........................................... 8
Tax Could Be Due from Investors on Their Share of Each
Series' Ordinary Income Despite Overall Losses........ 9
Deductibility of Brokerage and Performance Fees........ 9
Other Risks............................................... 9
Fees and Commissions are Charged Regardless of
Profitability and are Subject to Change............... 9
Failure of Brokerage Firms; Disciplinary History of
Clearing Brokers...................................... 9
Investors Must Not Rely on Past Performance of Quadriga
Capital Management, Inc. in Deciding Whether to Buy
Units................................................. 10
Conflicts of Interest.................................. 10
Lack of Independent Experts Representing Investors..... 10
Reliance on Quadriga Capital Management, Inc. ......... 10
Possibility of Termination of Each Series Before
Expiration of its Stated Term......................... 10
Each Series is Not a Regulated Investment Company...... 10
</Table>
v
<Table>
Proposed Regulatory Change is Impossible to Predict.... 10
Forwards, Swaps, Hybrids and Other Derivatives are Not
Subject to CFTC Regulation............................ 11
Options on Futures are Speculative and Highly
Leveraged............................................. 11
Each Series Will Trade Extensively in Foreign
Markets............................................... 11
Restrictions on Transferability........................ 11
A Single-Advisor Fund May Be More Volatile Than a
Multi-Advisor Fund.................................... 12
Money Committed to Margin.............................. 12
QUADRIGA CAPITAL MANAGEMENT, INC. .......................... 13
Description............................................... 13
The Trading Advisor....................................... 13
Trading Systems........................................... 14
Potential Inability to Trade or Report Due to Systems
Failure................................................ 14
PAST PERFORMANCE OF TRADING PROGRAMS OF QUADRIGA CAPITAL
MANAGEMENT, INC. AND AFFILIATES........................... 15
CONFLICTS OF INTEREST....................................... 18
Quadriga Capital Management, Inc. ..................... 18
The Clearing Brokers................................... 18
Fiduciary Duty and Remedies............................ 18
Indemnification and Standard of Liability.............. 19
Charges To Each Series.................................... 19
Management Fee......................................... 20
Performance Fee........................................ 20
Organization and Offering Expenses..................... 20
Operating Expenses..................................... 21
Brokerage and Trailing Commissions..................... 21
USE OF PROCEEDS............................................. 21
THE CLEARING BROKERS........................................ 21
Cargill Investor Services, Inc. .......................... 21
ADM Investor Services, Inc. .............................. 22
Fimat USA, Inc. .......................................... 22
DISTRIBUTIONS AND REDEMPTIONS............................... 23
Distributions............................................. 23
Redemptions............................................... 23
Net Asset Value........................................... 23
QUADRIGA SUPERFUND, L.P. LIMITED PARTNERSHIP AGREEMENT...... 24
Organization and Limited Liabilities...................... 24
Management of Partnership Affairs......................... 24
The Administrator......................................... 24
Sharing of Profits and Losses............................. 25
Federal Tax Allocations................................... 25
Dispositions.............................................. 25
Dissolution and Termination of Each Series................ 25
Amendments and Meetings................................... 26
Indemnification........................................... 26
Reports to Limited Partners............................... 26
</Table>
vi
<Table>
FEDERAL INCOME TAX ASPECTS.................................................................................. 27
Each Series' Partnership Tax Status....................................................................... 27
Taxation of Limited Partners on Profits and Losses of Each Series......................................... 27
Partnership Losses by Limited Partners.................................................................... 27
"Passive-Activity Loss Rules" and Their Effect on the Treatment of Income and Loss........................ 27
Cash Distributions and Unit Redemptions................................................................... 27
Gain or Loss on Section 1256 Contracts and Non-Section 1256 Contracts..................................... 27
Tax on Capital Gains and Losses........................................................................... 27
Interest Income........................................................................................... 28
Limited Deduction for Certain Expenses.................................................................... 28
Syndication Fees.......................................................................................... 28
Investment Interest Deductibility Limitations............................................................. 28
Unrelated Business Taxable Income......................................................................... 28
IRS Audits of the Partnership and its Limited Partners.................................................... 28
State and Other Taxes..................................................................................... 28
INVESTMENT BY ERISA ACCOUNTS................................................................................ 29
General................................................................................................... 29
Special Investment Consideration.......................................................................... 29
Each Series Should Not Be Deemed to Hold "Plan Assets".................................................... 29
Ineligible Purchasers..................................................................................... 29
PLAN OF DISTRIBUTION........................................................................................ 30
Subscription Procedure.................................................................................... 30
Representations and Warranties of Investors in the Subscription Agreement................................. 30
Minimum Investment........................................................................................ 31
Investor Suitability...................................................................................... 31
The Selling Agents........................................................................................ 31
CERTAIN LEGAL MATTERS....................................................................................... 32
EXPERTS..................................................................................................... 32
INDEX TO FINANCIAL STATEMENTS............................................................................... F-1
INDEPENDENT AUDITOR'S REPORT................................................................................ F-2
PART TWO -- STATEMENT OF ADDITIONAL INFORMATION............................................................. 33
TABLE OF CONTENTS........................................................................................... 34
Strategy.................................................................................................... 35
Why Quadriga................................................................................................ 44
Glossary.................................................................................................... 44
The Futures and Forward Markets............................................................................. 45
Regulation.................................................................................................. 46
Advantages of Futures Fund Investments...................................................................... 47
Potential Disadvantages of Futures Fund Investments......................................................... 48
EXHIBITS
EXHIBIT A: Quadriga Superfund, L.P. Form of Limited Partnership Agreement................................... A-1
EXHIBIT B: Quadriga Superfund, L.P. Request for Redemption.................................................. B-1
EXHIBIT C: Quadriga Superfund, L.P. Subscription Requirements............................................... C-1
EXHIBIT D: Quadriga Superfund, L.P. Subscription Instructions............................................... D-1
</Table>
vii
SUMMARY
GENERAL
Quadriga Superfund, L.P. is offering two separate series of limited
partnership units Quadriga Superfund, L.P. Series A and Quadriga Superfund, L.P.
Series B. Each Series of the Partnership trades speculatively in the U.S. and
international futures and equity markets. Specifically, each Series trades in a
portfolio of approximately 100 futures markets using a fully automated
computerized trading system developed by Christian Baha, President of Quadriga
Capital Management, Inc., a Grenada corporation and general partner of the
Partnership ("QCM" or the "General Partner") and Christian Halper, Chief
Technology Officer of affiliates of QCM. This trading system is licensed to QCM
on a non-exclusive basis. This system automatically initiates buy and sell
trading signals and monitors relevant risk factors on the markets traded in the
United States, Canada, Mexico, Europe and Asia. Each Series' strategy is based
on the implementation of a four-point philosophy consisting of (i) market
diversification, (ii) technical analysis, (iii) trend-following, and (iv) money
management. QCM intends to pursue this investment philosophy and will generally
follow this investment strategy for so long as such strategy is in accordance
with each Series' investment objective. The General Partner may also formulate
new approaches to carry out the overall investment objective of each Series. The
General Partner currently manages one private commodity pool and anticipates
that it will continue to manage the affairs of this pool once the Partnership
commences operations. The General Partner also reserves the right to trade other
new pools and or funds.
The leverage and trading methodology employed with respect to Series A will
be the same as that for Quadriga, AG, a private non-U.S. fund managed by
Quadriga Fund Management, Inc., an affiliate of QCM. The leverage and trading
methodology employed with respect to Series B will be the same as that for
Quadriga Global Consolidated Trust, a private non-U.S. fund also managed by
Quadriga Fund Management, Inc. Series B will be leveraged 1.5 times Series A.
Performance information for both of these private funds is shown beginning on
page 14 of the Prospectus.
Each Series trades in approximately 100 futures markets globally, including
both commodity and financial futures. The approximate allocation between Sectors
is: currencies, 18%; livestock, 5%; agricultural, 10%; metals, 10%; interest
rate, 12%; energy, 13%; stock indices, 18%; and grains, 14%. Each Series will
emphasize instruments with low correlation and high liquidity for order
execution.
The proprietary software technology embodied in the General Partner's
trading system examines a broad array of investments around the world to
identify possible opportunities that fit within the General Partner's narrow
selection criteria. This methodology primarily uses trend-following technical
trading strategies. The duration of these trends vary from days to months. The
technology isolates market patterns that offer high reward to risk potential
based on historical data. Once potential trades are identified, the system
applies additional filters with respect to trend and volatility analysis.
Finally, prior to generating definite buy or sell signals, the program takes in
consideration macro variables such as overall risk capital and portfolio
volatility. All transactions are then executed using a fully automated
computerized system. While it is anticipated that each Series will invest
primarily in global futures and equities, each Series has broad and flexible
investment authority. Accordingly, each Series' assets may at any time include
long or short positions in U.S. or foreign publicly traded or privately issued
common stocks, preferred stocks, stock warrants and rights, corporate debt,
bonds, notes or other debentures, convertible securities, swaps, options,
futures contracts and other derivative instruments. Additionally, the General
Partner may utilize leverage to both enhance performance and hedge positions.
The following summary provides a review in outline form of certain
important aspects of an investment in each Series.
1
PLAN OF DISTRIBUTION
HOW TO SUBSCRIBE FOR UNITS
- During the initial offering period, each Series will accept subscriptions
until an aggregate of $1,000,000 in subscriptions for such Series has
been received. Subscriptions during the initial offering period will be
held in an escrow account maintained at HSBC Bank USA. Once QCM has
determined that the minimum amount of subscriptions has been met for a
Series, the initial closing date will be set for that Series. At that
time, the initial offering period for that Series will close and trading
will commence. The initial offering period for each Series will terminate
on the earlier to occur of the initial closing date or April 30, 2003.
- During the continuing offering period, investors must submit
subscriptions at least five business days prior to the applicable
month-end closing date. Approved subscriptions will be accepted once
payments are received and cleared at the applicable month-end net asset
value for the respective Series.
- Each Series will accept subscriptions throughout the continuing offering
period, which can be terminated by QCM at any time. QCM has no present
intention to terminate the offering.
- Interest earned while subscriptions are being processed will either be
paid to subscribers in the form of additional Units or will be returned
in cash to those whose applications are rejected.
- The selling agents will use their best efforts to sell the Units offered,
without any firm underwriting commitment. Investors are required to make
representations and warranties regarding their suitability to purchase
the Units in the Subscription Agreement and Power of Attorney. Read the
Subscription Agreement and Power of Attorney as well as this Prospectus
carefully before you decide whether to invest.
WHO MAY INVEST IN EACH SERIES
Minimum initial investment is $5,000 per Series. Persons holding Units
("Limited Partners") in a particular Series may make additional investments in
that same Series of at least $1,000.
IS THE QUADRIGA SUPERFUND, L.P. A SUITABLE INVESTMENT FOR YOU?
An investment in each Series is speculative and involves a high degree of
risk. Each Series is not a complete investment program. QCM offers each Series
as a diversification opportunity for an investor's entire investment portfolio,
and therefore an investment in each Series should only be a limited portion of
the investor's portfolio. You must, at a minimum, have:
(1) a net worth of at least $150,000, exclusive of home, furnishings
and automobiles; or
(2) a net worth, similarly calculated, of at least $45,000 and an
annual gross income of at least $45,000.
A number of jurisdictions in which the Units are offered impose higher
minimum suitability standards on prospective investors. These suitability
standards are, in each case, regulatory minimums only, and merely because you
meet such standards does not mean that an investment in the Units is suitable
for you. YOU MAY NOT INVEST MORE THAN 10% OF YOUR NET WORTH, EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES, IN THE LIMITED PARTNERSHIP.
RISK FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN EITHER SERIES
- Each Series is a highly volatile and speculative investment. There can be
no assurance that each Series will achieve its objectives or avoid
substantial losses. You must be prepared to lose all or substantially all
of your investment.
- For every gain made in a futures, forward or swap transaction, the
opposing side of that transaction will have an equal and offsetting loss.
QCM has from time to time in the past incurred losses in trading on
2
behalf of its clients. QCM expects that performance for each Series may
be volatile. Although investments managed by QCM have produced profits in
the past, it is anticipated that each Series will likely experience
drawdowns in the future.
- Each Series trades in futures and forward contracts. Therefore, each
Series is a party to financial instruments with elements of off-balance
sheet market risk, including market volatility and possible illiquidity.
There is also a credit risk that a counterparty will not be able to meet
its obligations to each Series.
- There is presently no secondary market for Units of each Series and it is
not anticipated that any such market will develop.
- Each Series is subject to numerous conflicts of interest including the
following:
(1) QCM is both the general partner and trading advisor of each Series
and its fees and services have not been negotiated at arm's length;
(2) Each Series' clearing brokers may favor accounts of other persons
over each Series since neither Series controls any clearing broker;
(3) QCM, each Series' clearing brokers and their respective principals
and affiliates, may trade in the futures and forward markets for their own
accounts and may take positions opposite or ahead of those taken for each
Series. For the same reasons, QCM has a disincentive to add or replace
advisors, even if doing so may be in the best interests of each Series; and
(4) QCM presently operates one other commodity pool and its principals
are not obligated to devote any minimum amount of time to the Partnership.
- Limited Partners take no part in the management of each Series and
although QCM is an experienced professional manager, past performance is
not necessarily indicative of future results.
- QCM will be paid a monthly management fee of 1/12 of 1.85% of the monthly
net asset value (1.85% annually) for each Series, regardless of
profitability. QCM will also be paid monthly performance fees equal to
25% of aggregate cumulative net appreciation of each Series above its
previous highest value, excluding interest income, in net asset value, if
any.
- Each Series is a single-advisor fund which may be inherently more
volatile than multi-advisor managed futures products.
- Although each Series is liquid compared to other "alternative"
investments such as real estate or venture capital, liquidity is
restricted, as the Units may only be redeemed on a monthly basis, upon
ten business days' written notice. You may transfer or assign your Units
after 30 days' advance notice, and only with the consent of QCM which may
not be given if such transfer may result in adverse legal or tax
consequences for a Series.
- Even though each Series does not intend to make distributions, you will
be liable for taxes on your share of the Series which you invest trading
profits and other income. For U.S. federal income tax purposes, if the
Series in which you invest has taxable income for any year, that income
will be taxable to you in accordance with your allocable share of income
from the Series in which you invest even though QCM does not presently
intend to make distributions from either Series.
INVESTMENT FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN EITHER SERIES
- Each Series is a leveraged investment fund managed by an experienced,
professional trading advisor and it trades in a wide range of futures and
forward markets.
- QCM utilizes a proprietary, fully systematic trading system for each
Series.
- Each Series has the potential to help diversify traditional securities
portfolios. A diverse portfolio consisting of assets that perform in an
unrelated manner, or non-correlated assets, may increase overall
3
return and/or reduce the volatility (a primary measure of risk) of a
portfolio. However, non-correlation will not provide any diversification
advantages unless the non-correlated assets are outperforming other
portfolio assets, and there is no guarantee that each Series will
outperform other sectors of an investor's portfolio or not produce
losses. Each Series' profitability also depends on the success of QCM
trading techniques. If each Series is unprofitable, then it will not
increase the return on an investor's portfolio or achieve its
diversification objectives.
- Investors in each Series get the advantage of limited liability in highly
leveraged trading.
QUADRIGA CAPITAL MANAGEMENT, INC.
Quadriga Capital Management, Inc., a Grenada corporation and the general
partner and trading advisor for each Series, administers each Series as well as
directs its trading. Affiliates of QCM manage various offshore investment funds
with strategies substantially similar to that of each Series.
CHARGES TO EACH SERIES
Each Series' charges are substantial and must be offset by trading gains
and interest income in order to avoid depletion of each Series' assets.
QUADRIGA CAPITAL MANAGEMENT, INC.
- 1.85% annual management fee ( 1/12 of 1.85% payable monthly) for each
Series.
- 25% of new appreciation in each Series' net assets computed on a monthly
basis and excluding interest income and as adjusted for subscriptions and
redemptions.
- 1% of net assets in each Series per year ( 1/12 of 1% payable monthly)
for organization and offering expenses incurred in the initial and
continuous offering.
DEALERS AND OTHERS
- An annual selling commission of 4% of the proceeds of the offering for
each Series will be paid to Quadriga Asset Management, Inc. an affiliate
of QCM, in monthly installments of 1/12 of 4% of the month end net asset
value of each Series.
- Operating expenses such as legal, auditing, administration, printing and
postage, up to a maximum of 0.15% of net assets per year of each Series
payable in monthly installments of 1/12 of 0.15% of the month end net
asset value of each Series.
- $25.00 per round-turn transaction for brokerage fees; for Units sold by
QAM, a portion will be paid to the clearing broker for execution and
clearing costs, and the balance will paid to QAM.
- "Bid-ask" spreads and prime brokerage fees for off-exchange contracts.
4
BREAKEVEN ANALYSIS
The following tables show the fees and expenses that an investor would
incur on an initial investment of $5,000 in the Partnership and the amount that
such investment must earn to break even after one year.
SERIES A
<Table>
<Caption>
DOLLAR RETURN REQUIRED
PERCENTAGE RETURN REQUIRED ($5,000 INITIAL INVESTMENT)
INITIAL TWELVE MONTHS OF INITIAL TWELVE MONTHS OF
ROUTINE EXPENSES INVESTMENT INVESTMENT
- ---------------- -------------------------- ---------------------------
Management Fees.................................. 1.85% $ 92.50
General Partner Performance Fees(1).............. 25.00% $ 0
Selling Commissions.............................. 4.00% $200.00
Offering Expenses................................ 1.00% $ 50.00
Operating Expenses............................... 0.15% $ 7.50
Brokerage Fees(2)................................ 3.75% $187.50
Redemption Charges(3)............................ 0% $ 0
Less Interest Income............................. 4.00% $200.00
TWELVE-MONTH BREAKEVEN........................... 6.75% $337.50
</Table>
- ---------------
(1) No performance fees will be charged until breakeven costs are met.
(2) Assumes 1,500 round-turn transactions per million dollars per year at a rate
of $25 per transaction.
(3) No additional charges or fees are proposed on redemption of Units.
SERIES B
<Table>
<Caption>
DOLLAR RETURN REQUIRED
PERCENTAGE RETURN REQUIRED ($5,000 INITIAL INVESTMENT)
INITIAL TWELVE MONTHS INITIAL TWELVE MONTHS
ROUTINE EXPENSES OF INVESTMENT OF INVESTMENT
- ---------------- -------------------------- ----------------------------
Management Fees................................. 1.85% $ 92.50
General Partner Performance Fees(1)............. 25.00% $ 0
Selling Commissions............................. 4.00% $200.00
Offering Expenses............................... 1.00% $ 50.00
Operating Expenses.............................. 0.15% $ 7.50
Brokerage Fees(2)............................... 5.63% $281.50
Redemption Charges(3)........................... 0% $ 0
Less Interest Income............................ 4.00% $200.00
TWELVE-MONTH BREAKEVEN.......................... 8.63% $431.50
</Table>
- ---------------
(1) No performance fees will be changed until breakeven costs are met.
(2) Assumes 2,250 round-turn transactions per million dollars per year at a rate
of $25 per transaction.
(3) No additional charges or fees are proposed on redemption of Units.
DISTRIBUTIONS AND REDEMPTIONS
Each Series is intended to be a medium- to long-term, i.e., 3- to 5-year,
investment. Units are transferable, but no market exists for their sale and none
is expected to develop. Monthly redemptions are permitted upon ten (10) business
days' written notice to QCM. QCM may deny a request to transfer if it determines
that the transfer may result in adverse legal or tax consequences for each
Series but not a redemption request submitted in good form and in a timely
manner. QCM does not intend to make any
5
distributions. Upon written request, an investment in either Series may be
exchanged for an investment in the other Series at the then applicable
respective net asset values of each Series.
FEDERAL INCOME TAX ASPECTS
In the opinion of Henderson & Lyman, counsel to the Partnership, the
Partnership will be classified as a partnership for federal income tax purposes
and the Partnership will not be considered a publicly-traded partnership taxable
as a corporation for federal income tax purposes. As such, whether or not QCM
has distributed any cash to the Limited Partners, each Limited Partner must
report his or her allocable share of items of income, gain, loss and deduction
of each Series and is individually liable for income tax on such share. To the
extent each Series invests in futures and other commodity contracts, gain or
loss on which will, depending on the contracts traded, constitute a mixture of:
1) ordinary income or loss; and/or 2) capital gain or loss. Trading losses of
each Series, which will generally constitute capital losses, may only be
available to offset a limited amount of interest income allocated to the Limited
Partners of such Series. Although each Series treats the management fees and
performance fees paid to QCM as ordinary expenses, such expenses may be subject
to restrictions on deductibility for federal income tax purposes or be treated
as non-deductible syndication costs by the Internal Revenue Service.
6
THE RISKS YOU FACE
MARKET RISKS
POSSIBLE TOTAL LOSS OF AN INVESTMENT IN EACH SERIES
Futures and forward contracts have a high degree of price variability and
are subject to occasional rapid and substantial changes. Consequently, you could
lose all or substantially all of your investment in each Series.
EACH SERIES WILL BE HIGHLY LEVERAGED
Because the amount of margin funds necessary to be deposited with a
clearing broker in order to enter into a futures or forward contract position is
typically about 2% to 10% of the total value of the contract, each Series will
be able to hold positions with face values equal to several times each Series'
net assets. The ratio of margin to equity for Series A is approximately 20% and
approximately 30% for Series B, but each Series can range from 10% to 50%. As a
result of this leveraging, even a small movement in the price of a contract can
cause major losses. QCM will monitor the leverage of each Series regularly but
is not limited by the amount of leverage it may employ.
ILLIQUIDITY OF YOUR INVESTMENT
There is no secondary market for the Units. While the Units have redemption
rights, there are restrictions. For example, redemptions can occur only at the
end of a month. If a large number of redemption requests were to be received at
one time, each Series might have to liquidate positions to satisfy the requests.
Such a forced liquidation could adversely affect each Series and consequently
your investment. Transfers of the Units are subject to limitations, such as 30
days' advance written notice of any intent to transfer. Also, QCM may deny a
request to transfer if it determines that the transfer may result in adverse
legal or tax consequences for each Series. See "Quadriga Superfund, L.P. Limited
Partnership Agreement -- Dispositions."
MARKET ILLIQUIDITY
Futures and forward positions cannot always be liquidated at the desired
price. It is difficult to execute a trade at a specific price when there is a
relatively small volume of buy and sell orders in a market. A market disruption,
such as when foreign governments may take or be subject to political actions
which disrupt the markets in their currency or major exports, can also make it
difficult to liquidate a position. Unexpected market illiquidity has caused
major losses in recent years in such sectors as emerging markets and mortgage-
backed securities. There can be no assurance that the same will not happen to
each Series at any time or from time to time. The large size of the positions
which the General Partner anticipates acquiring for each Series increases the
risk of illiquidity by both making its positions more difficult to liquidate and
increasing the losses incurred while trying to do so.
FORWARD TRANSACTIONS ARE NOT REGULATED AND ARE SUBJECT TO CREDIT RISK
Each Series trades forward contracts in foreign currencies. Forward
contracts are typically traded through a dealer market which is dominated by
major money center banks and is not regulated by the Commodity Futures Trading
Commission. Thus, you do not receive the protection of CFTC regulation or the
statutory scheme of the Commodity Exchange Act in connection with this trading
activity by each Series. Also, each Series faces the risk of non-performance by
the counterparties to the forward contracts and such non-performance may cause
some or all of your gain to be unrealized.
NON-CORRELATED, NOT NEGATIVELY CORRELATED, PERFORMANCE OBJECTIVE
Historically, managed futures have been generally non-correlated to the
performance of other asset classes such as stocks and bonds. Non-correlation
means that there is no statistically valid relationship between the past
performance of futures and forward contracts on the one hand and stocks or bonds
on the other hand. Non-correlation should not be confused with negative
correlation, where the performance of two
7
asset classes would be exactly opposite. Because of this non-correlation, each
Series cannot be expected to be automatically profitable during unfavorable
periods for the stock market, or vice versa. The futures, forward and swap
markets are fundamentally different from the securities markets in that for
every gain made in a futures, forward or swap transaction, the opposing side of
that transaction will have an equal and off-setting loss. If each Series does
not perform in a manner non-correlated with the general financial markets or
does not perform successfully, you will obtain no diversification benefits by
investing in the Units and each Series may have no gains to offset your losses
from other investments.
TRADING RISKS
QUADRIGA CAPITAL MANAGEMENT, INC. ANALYZES ONLY TECHNICAL MARKET DATA, NOT ANY
ECONOMIC FACTORS EXTERNAL TO MARKET PRICES
The trading systems that will be used by the General Partner for each
Series are technical, trend-following methods involving instruments that are not
historically correlated with each other. The profitability of trading under
these systems depends on, among other things, the occurrence of significant
price trends which are sustained movements, up or down, in futures and forward
prices. Such trends may not develop; there have been periods in the past without
price trends in certain markets. The likelihood of the Units being profitable
could be materially diminished during periods when events external to the
markets themselves have an important impact on prices. During such periods, the
General Partner's historic price analysis could establish positions on the wrong
side of the price movements caused by such events.
SPECULATIVE POSITION LIMITS MAY ALTER TRADING DECISIONS FOR EACH SERIES
The CFTC has established limits on the maximum net long or net short
positions which any person may hold or control in certain futures contracts.
Exchanges also have established such limits. All accounts controlled by the
General Partner, including the account of each Series, are combined for
speculative position limit purposes. If positions in those accounts were to
approach the level of the particular speculative position limit, such limits
could cause a modification of the General Partner's trading decisions for each
Series or force liquidation of certain futures positions.
INCREASE IN ASSETS UNDER MANAGEMENT MAY AFFECT TRADING DECISIONS
The more assets the General Partner manages, the more difficult it may be
for the Advisor to trade profitably because of the difficulty of trading larger
positions without adversely affecting prices and performance. Accordingly, such
increases in equity under management may require the General Partner to modify
its trading decisions for each Series which could have a detrimental effect on
your investment.
EACH SERIES' TRADING IS NOT TRANSPARENT
The General Partner makes each Series' trading decisions. While the General
Partner receives daily trade confirmations from the clearing broker, only a
Series' net trading results are reported to Limited Partners and only on a
monthly basis. Accordingly, an investment in each Series does not offer Limited
Partners the same transparency, i.e., an ability to review all investment
positions daily, that a personal trading account offers.
TAX RISKS
INVESTORS ARE TAXED BASED ON THEIR SHARE OF PROFITS IN EACH SERIES
Investors are taxed each year on their share of each Series' profits, if
any, irrespective of whether they redeem any Units or receive any cash
distributions from each Series. All performance information included in this
prospectus is presented on a pre-tax basis; investors who experience such
performance may have to redeem Units or pay the related taxes from other
sources.
8
TAX COULD BE DUE FROM INVESTORS ON THEIR SHARE OF EACH SERIES' ORDINARY INCOME
DESPITE OVERALL LOSSES
Investors may be required to pay tax on their allocable share of each
Series' ordinary income, which in the case of each Series is each Series'
interest income and gain on some foreign futures contracts, even though each
Series incurs overall losses. Capital losses can be used only to offset capital
gains and $3,000 of ordinary income each year. Consequently, if an investor were
allocated $5,000 of ordinary income and $10,000 of capital losses, the investor
would owe tax on $2,000 of ordinary income even though the investor would have a
$5,000 loss for the year. The $7,000 capital loss carry forward could be used in
subsequent years to offset capital gain and ordinary income, but subject to the
same annual limitation on its deductibility against ordinary income.
DEDUCTIBILITY OF BROKERAGE AND PERFORMANCE FEES
Although each Series treats the brokerage fees and performance fees paid
and other expenses of such Series as ordinary and necessary business expenses,
upon audit each Series may be required to treat such fees as "investment
advisory fees" if each Series' trading activities were determined to not
constitute a trade or business for tax purposes. If the expenses were investment
advisory expenses, a Limited Partner's tax liability would likely increase. In
addition, upon audit, a portion of the brokerage fees might be treated as a non-
deductible syndication cost or might be treated as a reduction in each Series'
capital gain or as an increase in each Series' capital loss. If the brokerage
fees were so treated, a Limited Partner's tax liability would likely increase.
OTHER RISKS
FEES AND COMMISSIONS ARE CHARGED REGARDLESS OF PROFITABILITY AND ARE SUBJECT
TO CHANGE
Each Series is subject to substantial charges payable irrespective of
profitability in addition to performance fees which are payable based on each
Series' profitability. Included in these charges are management, organization
and offering, and brokerage fees and operating expenses. On each Series' forward
trading, "bid-ask" spreads and prime brokerage fees are incorporated into the
pricing of each Series' forward and swap contracts, respectively, by the
counterparties in addition to the brokerage fees paid by each Series. It is not
possible to quantify the "bid-ask" spreads and prime brokerage fees paid by each
Series because each Series cannot determine the profit its counterparty is
making on its forward and swap transactions. Such spreads can at times be
significant. In addition, while currently not contemplated, the Quadriga
Superfund, L.P. Limited Partnership Agreement (the "Partnership Agreement")
allows for changes to be made to the brokerage fee and performance fee with
respect to each Series upon sixty days' notice to the Limited Partners of such
Series.
FAILURE OF BROKERAGE FIRMS; DISCIPLINARY HISTORY OF CLEARING BROKERS
The Commodity Exchange Act requires a clearing broker to segregate all
funds received from customers from such broker's proprietary assets. If any of
the clearing brokers fails to do so, the assets of each Series might not be
fully protected in the event of the bankruptcy of the clearing broker.
Furthermore, in the event of any of the clearing broker's bankruptcy, each
Series could be limited to recovering only a pro rata share of all available
funds segregated on behalf of the clearing broker's combined customer accounts,
even though certain property specifically traceable to each Series (for example,
Treasury bills deposited by each Series with the clearing broker as margin) was
held by the clearing broker. The clearing brokers have been the subject of
certain regulatory and private causes of action in the past and may be again in
the future. Such actions could affect the ability of a clearing firm to conduct
its business. See "The Clearing Brokers." Furthermore, dealers in forward
contracts are not regulated by the Commodity Exchange Act and are not obligated
to segregate customer assets. As a result, you do not have such basic
protections in forward contracts.
9
INVESTORS MUST NOT RELY ON PAST PERFORMANCE OF QUADRIGA CAPITAL MANAGEMENT,
INC. IN DECIDING WHETHER TO BUY UNITS
The future performance of each Series is not predictable, and no assurance
can be given that each Series will perform successfully in the future. Past
performance of a trading program is not necessarily indicative of future
results.
CONFLICTS OF INTEREST
QCM has a conflict of interest because it acts as the general partner and
sole trading advisor for each Series. Since QCM acts as both trading advisor and
general partner, it is very unlikely that its advisory contract will be
terminated by each Series. The fees payable to QCM were established by it and
were not the subject of arm's-length negotiation. Other conflicts are also
present in the operation of each Series, including the fact that QAM is an
affiliate of QCM. See "Conflicts of Interest."
LACK OF INDEPENDENT EXPERTS REPRESENTING INVESTORS
QCM has consulted with counsel, accountants and other experts regarding the
formation and operation of each Series. No counsel has been appointed to
represent the Limited Partners in connection with the offering of the Units.
Accordingly, each prospective investor should consult his own legal, tax and
financial advisers regarding the desirability of an investment in each Series.
RELIANCE ON QUADRIGA CAPITAL MANAGEMENT, INC.
QCM acts as general partner to one other commodity pool. Also, the
incapacity of QCM's principals could have a material and adverse effect on QCM's
ability to discharge its obligations under the Partnership Agreement. Neither
QCM nor its principals are under any obligation to devote a minimum amount of
time to the Partnership.
POSSIBILITY OF TERMINATION OF EACH SERIES BEFORE EXPIRATION OF ITS STATED TERM
As general partner, QCM may withdraw from each Series upon 120 days'
notice, which would cause each Series to terminate unless a substitute general
partner was obtained. Other events, such as a long-term substantial loss
suffered by each Series, could also cause each Series to terminate before the
expiration of its stated term. This could cause you to liquidate your
investments and upset the overall maturity and timing of your investment
portfolio. If the registrations with the CFTC or memberships in the National
Futures Association of QCM or the clearing broker were revoked or suspended,
such entity would no longer be able to provide services to each Series.
EACH SERIES IS NOT A REGULATED INVESTMENT COMPANY
Although each Series and QCM are subject to regulation by the CFTC, each
Series is not an investment company subject to the Investment Company Act of
1940. Accordingly, you do not have the protections afforded by that statute
which, for example, require investment companies to have a majority of
disinterested directors and regulate the relationship between the adviser and
the investment company.
PROPOSED REGULATORY CHANGE IS IMPOSSIBLE TO PREDICT
The futures markets are subject to comprehensive statutes, regulations and
margin requirements. In addition, the CFTC and the exchanges are authorized to
take extraordinary actions in the event of a market emergency, including, for
example, the retroactive implementation of speculative position limits or higher
margin requirements, the establishment of daily price limits and the suspension
of trading. The regulation of futures and forward transactions in the United
States is a rapidly changing area of law and is subject to modification by
government and judicial action. In addition, various national governments have
expressed concern regarding the disruptive effects of speculative trading in the
currency markets and the need to regulate
10
the "derivatives" markets in general. The effect of any future regulatory change
on each Series is impossible to predict, but could be substantial and adverse.
FORWARDS, SWAPS, HYBRIDS AND OTHER DERIVATIVES ARE NOT SUBJECT TO CFTC
REGULATION
Each Series may trade foreign exchange contracts in the interbank market.
In addition to swaps, each Series may also trade hybrid instruments and other
off-exchange contracts. Swap agreements involve trading income streams such as
fixed rate for floating rate interest. Hybrids are instruments which combine
features of a security with those of a futures contract. There is no exchange or
clearinghouse for these contracts, they are not regulated by the CFTC, and
traders must rely on the creditworthiness of the counterparty to fulfill the
obligations of the transaction. Each Series will not receive the protections
which are provided by the CFTC's regulatory scheme for these transactions.
OPTIONS ON FUTURES ARE SPECULATIVE AND HIGHLY LEVERAGED
In the future, options on futures contracts may be used by each Series to
generate premium income or capital gains. Futures options involve risks similar
to futures in that options are speculative and highly leveraged. The buyer of an
option risks losing the entire purchase price (the premium) of the option. The
writer (seller) of an option risks losing the difference between the premium
received for the option and the price of the commodity or futures contract
underlying the option which the writer must purchase or deliver upon exercise of
the option (which losses can be unlimited). Specific market movements of the
commodities or futures contracts underlying an option cannot accurately be
predicted.
EACH SERIES WILL TRADE EXTENSIVELY IN FOREIGN MARKETS
A substantial portion of QCM's trades takes place on markets or exchanges
outside the United States. The risk of loss in trading foreign futures contracts
and foreign options can be substantial. Participation in foreign futures
contracts and foreign options transactions involves the execution and clearing
of trades on, or subject to the rules of, a foreign board of trade. Non-U.S.
markets may not be subject to the same degree of regulation as their U.S.
counterparts. None of the CFTC, NFA or any domestic exchange regulates
activities of any foreign boards of trade, including the execution, delivery and
clearing of transactions, or has the power to compel enforcement of the rules of
a foreign board of trade or any applicable foreign laws. Trading on foreign
exchanges also presents the risks of exchange controls, expropriation, taxation
and government disruptions. The price of any foreign futures or foreign options
contract and, therefore, the potential profit and loss thereon, may be affected
by any variance in the foreign exchange rate between the time the order is
placed and the time it is liquidated, offset or exercised. Certain foreign
exchanges may also be in a more or less developmental stage so that prior price
histories may not be indicative of current price dynamics. In addition, each
Series may not have the same access to certain positions on foreign exchanges as
do local traders, and the historical market data on which QCM bases its
strategies may not be as reliable or accessible as it is in the United States.
The rights of clients (such as each Series) in the event of the insolvency or
bankruptcy of a non-U.S. market or broker are also likely to be more limited
than in the case of U.S. markets or brokers.
RESTRICTIONS ON TRANSFERABILITY
You may transfer or assign your Units only upon 30 days' prior written
notice to QCM and if QCM is satisfied that the transfer complies with applicable
laws and would not result in the termination of each Series for federal income
tax purposes.
11
A SINGLE-ADVISOR FUND MAY BE MORE VOLATILE THAN A MULTI-ADVISOR FUND
Each Series is currently structured as a single-advisor managed futures
fund. You should understand that many managed futures funds are structured as
multi-advisor funds in order to attempt to control risk and reduce volatility
through combining advisors whose historical performance records have exhibited a
significant degree of non-correlation with each other. As a single-advisor
managed futures fund, it is anticipated that each Series may have a greater
profit potential than investment vehicles employing multiple advisors, but may
also have increased performance volatility and a higher risk of loss. QCM may
retain additional trading advisors on behalf of each Series in the future.
MONEY COMMITTED TO MARGIN
Each Series may commit up to 50% of its assets as margin for positions held
by the clearing brokers. Because such commitment typically represents only a
small percentage of the total value of such positions, adverse price movements
can cause losses in excess of such commitment and potentially in excess of the
total assets of a Series.
12
QUADRIGA CAPITAL MANAGEMENT, INC.
DESCRIPTION
Quadriga Capital Management, Inc. is the general partner and commodity
trading advisor of each Series. It is a Grenada corporation with offices located
at Le Marquis Complex, Unit 5, P.O. Box 1479, Grand Anse, St. George's, Grenada
West Indies, and its telephone number is (473) 439-2418. Its sole business is
the trading and management of discretionary futures accounts, including
commodity pools. QCM currently manages Quadriga Partners L.P., a Delaware
limited partnership. As of December 2001, QCM and its affiliates had
approximately $170 million in assets under management in the futures and forward
markets (including approximately $90 million in assets traded pursuant to the
same program as initially will be traded by Series A and $50 million in assets
traded pursuant to the same program as initially will be traded in Series B).
Christian Baha owns 100% of QCM and 50% of its affiliate, Quadriga Fund
Management Inc.
Quadriga Fund Management, Inc., an affiliate of QCM, manages various
offshore investment funds with strategies substantially similar to that of each
Series, including Quadriga AG (Austria), Quadriga Global Consolidated Trust
SICAV (Luxemburg), Quadriga Hedge Fund Share Class A (Cayman Islands), Superfund
(Cayman Islands), Quadriga Prosperity Futures (Cayman Islands), Quadriga Hedge
Fund Share Class B (Cayman Islands) and Quadriga Zeus Hedge Fund (Cayman
Islands). QCM also manages Quadriga Partners LP (Delaware).
The principals of QCM are Christian Baha and Gerhard Entzmann. They have
not purchased and do not intend to purchase Units. QCM has agreed that its
capital account as general partner of each Series at all times will equal at
least 1% of the net aggregate capital contributions of all Limited Partners in
each such Series. There have never been any material administrative, civil or
criminal proceedings brought against QCM or its principals, whether pending, on
appeal or concluded.
Mr. Baha is QCM's President and founder. He is a graduate of the police
academy in Vienna, Austria and a student of the Business University of Vienna,
Austria. Mr. Baha started a business with Christian Halper in 1991 to develop
and market financial software applications to institutions in Austria. From that
development, two independent companies were formed: Teletrader.com Software AG
and Quadriga Beteiligungs -- und Vermogens AG. Teletrader.com is a publicly-held
company that offers financial software products for institutions and is listed
on the Austria Stock Exchange. Quadriga Beteiligungs -- und Vermogens AG was
founded in 1995. The total combined assets under management for these companies
has grown to more than $170 million as of December 31, 2001. Mr. Baha resides in
Monte Carlo where he directs the strategic worldwide expansion of the Quadriga
group of companies.
Mr. Entzmann is QCM's secretary and has been associated with the company
since 2001. He has been involved in managing QCM's fund management business for
U.S. products. Mr. Entzmann received a degree in mechanical engineering from the
University of Vienna and in June 2001 he received his doctor's degree. He was a
research assistant at the Institute for Internal Combustion Engines and Vehicle
Engineering at the Technical University of Vienna from 1994 to 2001. Mr.
Entzmann has a strong background in data analysis and systems engineering.
THE TRADING ADVISOR
Pursuant to the Partnership Agreement, QCM has the sole authority and
responsibility for managing the Partnership and for directing the investment and
reinvestment of each Series' assets. Although QCM will initially serve as the
sole trading advisor of each Series, it may, in the future, retain other trading
advisors to manage a portion of the assets of each Series. Limited Partners will
receive prior notice, in the monthly report from each Series or otherwise, in
the event that additional trading advisors are to be retained on behalf of each
Series.
13
TRADING SYSTEMS
QCM makes each Series' trading decisions using a fully automated
computerized trading system, "TradeCenter", which trades in approximately 100
futures markets, automatically sends buy and sell signals, and constantly
monitors relevant risk factors on the traded futures and equities markets in the
U.S., Canada, Europe and Asia. By using TradeCenter, human emotions are
completely eliminated from the capital management process. TradeCenter was
developed by Christian Baha and Christian Halper, and is licensed on a
non-exclusive basis to QCM.
QCM and its affiliates trade in approximately 100 futures markets globally,
including both commodity and financial futures. The approximate allocation
between Sectors is: currencies, 18%; livestock, 5%; agricultural, 10%; metals,
10%; interest rate, 12%; energy, 13%; stock indices, 18%; and grains, 14%.
TradeCenter emphasizes instruments with low correlation and high liquidity for
order execution.
QCM's strategy is based on the implementation of a four-point philosophy
consisting of (i) market diversification, (ii) technical analysis, (iii)
trend-following, and (iv) money management. The proprietary software technology
examines a broad array of investments around the globe to discover opportunities
that fit TradeCenter's narrow selection criteria. The methodology primarily
utilizes trend-following strategies. The life span of these trends varies from
days to months. The technology isolates market patterns that offer high reward
to risk opportunities. Once identified, the system applies additional filters
with respect to trend and volatility analysis. Finally, prior to generating buy
and sell signals, consideration is given to macro variables such as overall
capital and portfolio volatility. All transactions are executed using a fully
automated computerized trading system.
Portfolio diversification is achieved dynamically through TradeCenter's
monitoring and use of various liquid financial instruments offered at financial
centers around the world. Proprietary statistical algorithms within the
investment system monitor risk at both the trade (micro) and portfolio (macro)
levels. Risk is measured as a function of volatility and is monitored
mechanically on a daily basis. Although QCM employs a fully systematic approach
to trading, it nonetheless employs an experienced staff that, on a daily basis,
also manually checks the information that is going into the system to ensure
that the model is interpreting the correct data. There can be no assurance that
the trading models will produce results similar to those produced in the past.
POTENTIAL INABILITY TO TRADE OR REPORT DUE TO SYSTEMS FAILURE
QCM's strategies are dependent to a significant degree on the proper
functioning of its internal computer systems. Accordingly, systems failures,
whether due to third party failures upon which such systems are dependent or the
failure of QCM's hardware or software, could disrupt trading or make trading
impossible until such failure is remedied. Such failures may result from events
including "acts of God" and domestic or international terrorism. Any such
failure, and consequential inability to trade (even for a short time), could, in
certain market conditions, cause the Partnership to experience significant
trading losses or to miss opportunities for profitable trading. Lastly, any such
failures could cause a temporary delay in reports to investors.
14
PAST PERFORMANCE OF TRADING PROGRAMS OF QUADRIGA
CAPITAL MANAGEMENT, INC. AND AFFILIATES
The following performance capsules, tables and accompanying notes are
presented in an attempt to provide you with account performance information
regarding all pools operated or portfolios managed by QCM or, in the case of an
affiliate of QCM, pools that trade the same methodology and leverage as the
Series, for the most recent five calendar years and year-to-date 2002. In the
opinion of QCM, the performance records of the portfolios and pools are fairly
stated. The rates of return presented for each portfolio are a composite
weighted average of all accounts included. An individual account's rate of
return may not match the composite. Rather, one pool account may have more or
less favorable results than the composite due to a variety of factors. Such
factors may include without limitation: (1) varying account sizes resulting in
varying portfolio compositions; (2) different fees; (3) different commission
rates; (4) timing of execution of orders; and (5) different starting and ending
periods. Another example of how differences in account size can affect an
individual account's performance relates to the fact that as an account grows,
contracts may be added to that account's portfolio. Because futures contracts
may only be bought and sold in whole numbers (i.e., there are no partial
contracts), the larger of two accounts of very similar trading values might
trade more contracts than the smaller account. The additional equity in the
larger account may be just enough to allow the account to trade an additional
contract in a particular market. If a significant move in that market were to
occur, the larger account's gain or loss would be proportionally greater than
the difference in account size would suggest.
The Partnership has not yet begun trading and does not have any performance
history. The General Partner has operated one commodity pool since May 2001 and
an affiliate of the General Partner has operated pools since 1996.
<Table>
Name of Pool....................................... Quadriga Partners L.P.
General Partner.................................... Quadriga Capital Management, Inc.
Inception of Trading............................... May 2001
Aggregate Subscriptions as of June 2002............ U.S. $2.8 million
Net Asset Value as of June 2002.................... U.S. $3.27 million
Worst Monthly % Drawdown (Feb. 2002)............... (5.02)%
Worst Peak-to-Valley % Drawdown (Jan. 2002-Feb.
2002)............................................ (8.27)%
</Table>
HISTORICAL PERFORMANCE
<Table>
<Caption>
2001 2002
---- ----
Jan............................ Jan............................ (2.49)%
Feb............................ Feb............................ (5.02)%
Mar............................ Mar............................ 3.86%
Apr............................ Apr............................ (1.72)%
May............................ May............................ 0.82%
Jun............................ (0.57)% Jun............................ 8.49%
Jul............................ 1.17% Jul............................
Aug............................ 5.12% Aug............................
Sep............................ 6.64% Sep............................
Oct............................ 3.89% Oct............................
Nov............................ (2.89)% Nov............................
Dec............................ 1.99% Dec............................
ANNUAL......................... 16.03% ANNUAL......................... 3.40%
</Table>
Past performance is not necessarily indicative of future results.
15
<Table>
Name of Pool......................................... Quadriga AG
Trading Advisor...................................... Quadriga Fund Management Inc.
Inception of Trading................................. March 1996
Aggregate Subscriptions as of June 2002.............. EUR 108,336,838
Net Asset Value as of June 2002...................... EUR 104,739,179
Worst Monthly % Drawdown (April 2001)................ (12.81)%
Worst Peak-to-Valley % Drawdown (Nov. 2001-Apr.
2002).............................................. (17.46)%
</Table>
QUADRIGA AG
<Table>
<Caption>
1996 1997 1998 1999 2000 2001 2002
------ ------ ----- ----- ----- ------ -----
JAN.............................. 3.46% (2.54)% 4.11% 1.84% 1.55% (0.59)%
FEB.............................. start 8.24% 4.58% 0.98% (1.14)% 1.45% (2.48)%
MAR.............................. (2.09)% (4.62)% 3.60% (1.70)% (4.20)% 12.76% (1.44)%
APR.............................. 1.12% (2.49)% (4.81)% 6.32% (0.20)% (12.81)% (2.99)%
MAY.............................. (0.59)% 7.94% 8.74% (5.80)% 6.27% 4.32% 1.31%
JUN.............................. (0.05)% 7.41% 1.96% (0.43)% 1.13% 0.39% 13.67%
JUL.............................. (0.17)% 11.32% 10.40% 1.13% (4.08)% 1.83%
AUG.............................. 0.75% (11.42)% 9.88% (2.71)% 10.90% 6.15%
SEP.............................. (1.48)% 0.80% (0.65)% 4.53% (6.29)% 15.41%
OCT.............................. (1.76)% (6.24)% (3.21)% (3.17)% (4.42)% 3.95%
NOV.............................. (0.29)% 1.60% 13.77% 10.56% 5.06% (12.76)%
DEC.............................. (6.07)% 5.58% 9.90% 10.50% 18.96% (0.98)%
ANNUAL........................... (10.30)% 20.70% 62.55% 25.39% 23.19% 18.82% 6.74%
</Table>
Past performance is not necessarily indicative of future results.
<Table>
Name of Pool......................................... Quadriga GCT
Trading Advisor...................................... Quadriga Fund Management Inc.
Inception of Trading................................. January 2000
Aggregate Subscriptions as of June 2002.............. US $17,856,904
Net Asset Value as of June 2002...................... US $38,424,368
Worst Monthly % Drawdown (Nov. 2001)................. (14.62)%
Worst Peak-to-Valley % Drawdown (Nov. 2001-Dec.
2001).............................................. (24.96)%
</Table>
16
QUADRIGA GCT
<Table>
<Caption>
2000 2001 2002
----- ------ -----
JAN........................................................ 12.32% 3.56% 1.06%
FEB........................................................ (5.63)% 4.57% (2.69)%
MAR........................................................ (2.45)% 9.95% (5.46)%
APR........................................................ (0.75)% (8.61)% (0.64)%
MAY........................................................ 6.45% 1.89% 3.56%
JUN........................................................ 0.71% 5.02% 23.54%
JUL........................................................ (8.55)% 1.11%
AUG........................................................ 12.32% 10.27%
SEP........................................................ (6.91)% 28.42%
OCT........................................................ (3.09)% 5.27%
NOV........................................................ 8.94% (14.62)%
DEC........................................................ 26.19% (4.85)%
ANNUAL..................................................... 40.16% 42.56% 18.19%
</Table>
Past performance is not necessarily indicative of future results.
17
CONFLICTS OF INTEREST
QUADRIGA CAPITAL MANAGEMENT, INC.
Conflicts exist between QCM's interests in and its responsibilities to each
Series. The conflicts are inherent in QCM acting as general partner and as
trading advisor to each Series. These conflicts and the potential detriments to
the Limited Partners are described below. QCM's selection of itself as trading
advisor was not objective, since it is also the general partner of each Series.
In addition, it has a disincentive to replace itself as the advisor. The
advisory relationship between each Series and QCM, including the fee
arrangement, was not negotiated at arm's length. Investors should note, however,
that QCM believes that the fee arrangements are fair to each Series and
competitive with compensation arrangements in pools involving independent
general partners and advisors. QCM will review its compensation terms annually
to determine whether such terms continue to be competitive with other pools for
similar services and will lower such fees if it concludes, in good faith, that
its fees are no longer competitive.
Neither QCM nor its principals devote their time exclusively to each
Series. QCM (or its principals) acts as general partner to other commodity pools
and trading advisor to other accounts which may compete with each Series for
QCM's services. Thus, QCM could have a conflict between its responsibilities to
each Series and to those other pools and accounts. QCM believes that it has
sufficient resources to discharge its responsibilities in this regard in a fair
manner. QCM may receive higher advisory fees from some of those other accounts
than it receives from each Series. QCM, however, trades all accounts in a
substantially similar manner, given the differences in size and timing of the
capital additions and withdrawals.
In addition, QCM may find that futures positions established for the
benefit of each Series, when aggregated with positions in other accounts of QCM,
approach the speculative position limits in a particular commodity. QCM may
decide to address this situation either by liquidating each Series' positions in
that futures contract and reapportioning the portfolio in other contracts or by
trading contracts in other markets which do not have restrictive limits. Any
principal of QCM may trade futures and related contracts for its own account.
Trading records for any proprietary trading are not available for review by
clients or investors. Employees of QCM are prohibited from trading for their own
accounts.
A conflict of interest exists if proprietary trades are executed and
cleared at more favorable rates than trades cleared on behalf of each Series. A
potential conflict also may occur when QCM or its principals trade their
proprietary accounts more aggressively, take positions in proprietary accounts
which are opposite, or ahead of, the positions taken by each Series.
THE CLEARING BROKERS
The clearing brokers, currently Cargill Investors Services, Inc., ADMIS
Inc. and Fimat USA and the affiliates and personnel of such entities, may trade
futures and forward contracts for their own accounts. This trading could give
rise to conflicts of interest with each Series. The clearing brokers also may
serve as a brokers for other commodity pools, which could give rise to conflicts
of interest between their responsibility to each Series and to those pools and
clients. Any clearing broker that is also a selling agent of each Series could
give rise to conflicts of interest because its compensation in each role is
based on the net asset value of units outstanding. Further, in making
recommendations to redeem or purchase additional Units, employees of the
clearing brokers may have a conflict of interest between acting in the best
interest of their clients and assuring continued compensation to their employer.
FIDUCIARY DUTY AND REMEDIES
In evaluating the foregoing conflicts of interest, a prospective investor
should be aware that QCM, as general partner of a Series, has a responsibility
to Limited Partners of that Series to exercise good faith and fairness in all
dealings affecting such Series. The fiduciary responsibility of a general
partner to the Limited Partners is a developing and changing area of the law and
Limited Partners who have questions concerning the duties of QCM as general
partner should consult with their counsel. In the event that a Limited Partner
of a Series believes that QCM has violated its fiduciary duty to the Limited
Partners of such Series, he may seek
18
legal relief individually or on behalf of such Series under applicable laws,
including under the Delaware Revised Uniform Limited Partnership Act, as amended
(the "Act") and under commodities laws, to recover damages from or require an
accounting by QCM. The Partnership Agreement is governed by Delaware law and any
breach of QCM's fiduciary duty under the Partnership Agreement will generally be
governed by Delaware law.
The Partnership Agreement does not limit QCM's fiduciary obligations under
Delaware or common law; however, QCM may assert as a defense to claims of breach
of fiduciary duty that the conflicts of interest and fees payable to QCM have
been disclosed in this Prospectus. Limited Partners may also have the right,
subject to applicable procedural and jurisdictional requirements, to bring class
actions in federal court to enforce their rights under the federal securities
laws and the rules and regulations promulgated thereunder by the SEC. Limited
Partners who have suffered losses in connection with the purchase or sale of the
Units may be able to recover such losses from QCM where the losses result from a
violation by QCM of the federal securities laws. State securities laws may also
provide certain remedies to Limited Partners. Limited Partners should be aware
that performance by QCM of its fiduciary duty to each Series is measured by the
terms of the Partnership Agreement as well as applicable law. Limited Partners
are afforded certain rights to institute reparations proceedings under the
Commodity Exchange Act for violations of the Commodity Exchange Act or of any
rule, regulation or order of the CFTC by QCM.
INDEMNIFICATION AND STANDARD OF LIABILITY
QCM and its controlling persons may not be liable to each Series or any
Limited Partner for errors in judgment or other acts or omissions not amounting
to misconduct or negligence, as a consequence of the indemnification and
exculpatory provisions described in the following paragraph. Purchasers of Units
may have more limited rights of action than they would absent such provisions.
The Partnership Agreement provides that QCM and its controlling persons
shall not have any liability to each Series or to any Limited Partner for any
loss suffered by such Series which arises out of any action or inaction if QCM,
in good faith, determined that such course of conduct was in the best interests
of such Series and such course of conduct did not constitute negligence or
misconduct of QCM. Each Series has agreed to indemnify QCM and its controlling
persons against claims, losses or liabilities based on their conduct relating to
such Series, provided that the conduct resulting in the claims, losses or
liabilities for which indemnity is sought did not constitute negligence or
misconduct or breach of any fiduciary obligation to such Series and was done in
good faith and in a manner which QCM, in good faith, determined to be in the
best interests of such Series. Controlling persons of QCM are entitled to
indemnity only for losses resulting from claims against such controlling persons
due solely to their relationship with QCM or for losses incurred in performing
the duties of QCM. See Section 17 of the Partnership Agreement, included as
Exhibit A to this Prospectus. Each Series will not indemnify QCM or its
controlling persons for any liability arising from securities law violations in
connection with the offering of the Units of such Series unless QCM or its
controlling persons prevails on the merits or obtains a court approved
settlement (in accordance with Section 17 of the Partnership Agreement). The
position of the SEC is that any such indemnification is contrary to the federal
securities laws and therefore unenforceable.
CHARGES TO EACH SERIES
The following list of fees and expenses includes all compensation, fees,
profits and other benefits (including reimbursement of out-of-pocket expenses)
which QCM, the selling agents, the clearing brokers and the affiliates of those
parties may earn or receive in connection with the offering and operation of
each Series. Prospective investors should refer to the Breakeven Analysis for
each Series beginning on page 4 for an estimate of the break-even amount that is
required for an investor to recoup such fees and expenses, or "break even" in
the first year of trading.
19
MANAGEMENT FEE
Each Series will pay QCM a monthly management fee equal to one-twelfth of
1.85% (1.85% annually) of the month end net asset value of such Series. This fee
will be paid to QCM for providing ongoing advisory services and is payable
notwithstanding QCM's actual trading performance.
PERFORMANCE FEE
Each Series will pay QCM a monthly incentive fee equal to 25% of the new
appreciation (if any) in the net asset value of that Series. "New appreciation"
means the total increase in net asset value of a Series from the end of the last
period for which a performance fee was earned by the General Partner. The
performance fee is not reduced for extraordinary expenses, if any, of the
Series, and no fee is paid with respect to interest income. If a performance fee
payment is made by each Series, and each Series thereafter incurs a net loss,
QCM will retain the amount previously paid. Thus, QCM may be paid a performance
fee during a year in which each Series overall incurred net losses. Trading
losses will be carried forward and no further performance fees may be paid until
the prior losses have been recovered.
Below is a sample calculation of the performance fee with respect to a
Series: Assume a Series paid a performance fee at the end of the first month of
2002 and assume that such Series recognized trading profits (net of all
brokerage fees and operating and offering expenses) of $200,000 during the
second month of 2002. The new appreciation for the month (before interest
earned) would be $200,000 and QCM's performance fee would be $50,000 (0.25 X
$200,000). Alternatively, assume that such Series paid a performance fee at the
end of the eleventh month of 2001 but did not pay a performance fee at the end
of the twelfth month of 2001 because it had trading losses of $100,000. If such
Series recognized trading profits of $200,000 at the end of the first month of
2002, the new appreciation (before interest earned) for the month would be
$100,000 ($200,000 - $100,000 loss carry forward) and QCM's performance fee
would be $25,000 (0.25 X $100,000). Please note that this simplified example
assumes that no Limited Partners of such Series have added or redeemed Units
within such Series during this sample time frame. Such capital changes require
that the calculation be determined on a "per Unit" per Series basis. If the net
asset value per Unit within a Series at the time when a particular investor
acquires Units is lower than the net asset value per Unit within a Series as of
the end of the most recent prior calendar month for which a performance fee was
payable (due to losses incurred between such month-end and the subscription
date), such Units might experience a substantial increase in value after the
subscription date yet pay no performance fee as of the next calendar month-end
because such Series as a whole has not experienced new appreciation. If a
performance fee accrual is in effect at the time when particular Units are
purchased (due to gains achieved prior to the applicable subscription day), the
net asset value per Unit reflects such accrual. In the event the net asset value
of a Series declines after the subscription date, the incentive fee accrual is
"reversed" and such reversal is credited to all Units within such Series
equally, including the Units which were purchased at a net asset value per Unit
which fully reflected such accrual. The brokerage fee and performance fee may be
increased upon sixty days' notice to the Limited Partners of a Series as long as
the notice explains Limited Partners' redemption and voting rights.
ORGANIZATION AND OFFERING EXPENSES
Each Series will pay a monthly fee equal to one-twelfth of 1% (1% annually)
of the month end net asset value of that Series for organization and offering
expenses. Organization and offering expenses include all fees and expenses
incurred in connection with the formation of each Series and distribution of the
Units including printing, mailing, filing fees, escrow fees, salaries and
bonuses of employees while engaged in sales activities and marketing expenses of
QCM and the selling agents which are paid by each Series and will be advanced by
QCM. Each Series is required by certain state securities administrators to
disclose that the "organization and offering expenses" of each Series, as
defined by the NASAA Guidelines, will not exceed 15% of the total subscriptions
accepted.
20
OPERATING EXPENSES
Each Series bears its operating expenses, including but not limited to
administrative, legal and accounting fees, and any taxes or extraordinary
expenses payable by each Series, at a fixed rate of 1/12 of 0.15% per month
(0.15% annually) of each Series month end net asset value. QCM will be
responsible for any such expenses during any year of operations which exceed
0.15% of each Series' net assets per annum. Indirect expenses in connection with
the administration of each Series, such as indirect salaries, rent, travel and
overhead of QCM, may not be charged to each Series.
BROKERAGE AND TRAILING COMMISSIONS
Each Series will be charged $25.00 per round turn transaction plus
applicable National Futures Association and exchange fees for execution and
brokerage services, along with an annual 4% selling commission ( 1/12 of 4% per
month) of the month-end net asset value of each Series per month. These
commissions and fees will be paid to Quadriga Asset Management, Inc. ("QAM"), an
introducing broker and affiliate of QCM. QAM, in turn, will remit a portion of
the commissions to the clearing broker for execution and clearing costs. QAM
will retain the remaining brokerage commission fee. QAM will also remit a
portion of the selling fee to the selling agents for ongoing administrative
services to the Limited Partners. The compensation to be paid will not exceed
the guidelines established by the North American Securities Administrators
Association, Inc. ("NASAA").
USE OF PROCEEDS
Upon completion of the initial offering period and closing of the escrow
with respect to a Series, the entire offering proceeds received from
subscription for such Series will be credited to such Series' bank and brokerage
accounts for the purpose of engaging in trading activities and as reserves for
that trading. Continuing fees and expenses such as operating and management will
also be paid from funds in these accounts. Each Series meets its margin
requirements by depositing U.S. government securities with the clearing broker.
In this way, substantially all (i.e., 95% or more) of each Series' assets,
whether used as margin for trading purposes or as reserves for such trading, can
be invested in U.S. government securities. Investors should note that
maintenance of each Series' assets in U.S. government securities and banks does
not reduce the risk of loss from trading futures and forward contracts. Each
Series receives all interest earned on its assets. Up to 50% of each Series'
assets will be committed as margin for futures contracts and held by the
clearing broker, although the amount committed may vary significantly. Such
assets are maintained in segregated accounts with the clearing broker pursuant
to the Commodity Exchange Act and regulations thereunder. The remaining Series
assets will normally be invested in U.S. Treasury bills. A portion of this
remaining portion may also be invested in reverse repurchase obligations and
short-term corporate debt obligations rated AAA by at least one commercial
rating agency. Each Series' assets are not and will not be, directly or
indirectly, commingled with the property of any other Series, or any other
person by QCM nor invested with or loaned to QCM or any affiliated entities.
THE CLEARING BROKERS
CARGILL INVESTOR SERVICES, INC.
Cargill Investor Services, Inc. is registered as a futures commission
merchant and is a member of the National Futures Association. Its main office
address is located at 233 South Wacker Drive, Suite 2300, Chicago, Illinois
60606.
In the ordinary course of its business, Cargill Investor Services, Inc. is
engaged in civil litigation and subject to administrative proceedings which in
the aggregate, are not expected to have a material effect upon its condition,
financial or otherwise. Neither Cargill Investor Services, Inc. nor any of its
principals have been the subject of any material, administrative, civil or
criminal action within the five years preceding the date of this letter.
21
ADM INVESTOR SERVICES, INC.
ADM Investor Services, Inc. ("ADMIS") is registered as a futures commission
merchant and is a member of the National Futures Association. Its main office is
located at 141 West Jackson Blvd., Suite 1600A, Chicago, Illinois 60604.
ADM Investor Services, Inc. ("ADMIS") is a defendant in lawsuits incidental
to its commodities business. Management of ADMIS, after consulting with outside
counsel, believes that the resolution of these matters will not result in any
material adverse effect on ADMIS.
In addition, on May 16, 1997, the Commodity Futures Trading Commission
filed a Statutory Disqualification ("SD 97-5") against ADMIS, and simultaneously
accepted an offer placing restrictions on ADMIS' FCM registration. This action
was taken based on the 1996 conviction of ADMIS' parent firm, Archer Daniels
Midland Company ("ADM"), for violations of the Sherman Antitrust Act. On October
15, 1996 ADM pled guilty to charges that it had participated in a conspiracy to
fix the prices of lysine and citric acid. As part of its guilty plea, ADM agreed
to pay fines totaling $100 million.
In accepting the settlement offer from ADMIS, the CFTC prohibited ADMIS
from employing any person who was directly or indirectly involved in ADM's
conduct in this conspiracy. In addition, for the four years following the
issuance of this action, ADMIS is restricted from employing any individual
employed by ADM except for the current President of ADMIS and ADMIS is required
to conduct a weekly review of all trading conducted by or on behalf of ADM for
consistency with the CEA and CFTC regulations.
With respect to SD 97-5, please note that at no time was ADMIS cited by the
CFTC for any alleged or actual violations of the CEA or CFTC regulations. The
action taken against ADMIS was entirely based on the fact that ADM is the sole
owner of ADMIS. To date there have been no material actions taken against ADMIS
related to its conduct under the CEA and CFTC regulations. Additionally, the
filing of SD 97-5 by the CFTC has not had a material impact on the activities of
ADMIS and it is not anticipated to have a material impact on ADMIS' activities
in the future.
FIMAT USA, INC.
In connection with the Partnership, Fimat USA, Inc. will be serving as
clearing broker. Fimat USA is a wholly owned subsidiary of FIMAT International
Banque SA, which itself is a wholly owned subsidiary of Societe Generale. As of
October 2001, the Fimat Group (comprising of Fimat International Banque, SA and
all its worldwide branches and subsidiaries, as well as Fimat Derivatives Canada
Inc., and the divisions of SG Securities North Pacific S.G. and SG Securities
(London) Ltd., Seoul Branch doing business as "Fimat" in Japan and Korea,
respectively) was present on 35 derivatives exchanges worldwide. Fimat USA is a
futures commission merchant and broker dealer registered with the Commodity
Futures Trading Commission and the Securities and Exchange Commission, and is a
member of the National Futures Association and National Association of
Securities Dealers, Inc. Fimat USA is also a clearing member of all principal
commodity futures exchanges located in the United States as well as a member of
the Chicago Board Options Exchange, Philadelphia Stock Exchange, Options
Clearing Corporation, and Government Securities Clearing Corporation.
Fimat USA, Inc. is headquartered at 630 Fifth Avenue, Suite 500, New York,
New York 10111 and has principal branch offices in Chicago, Illinois; Kansas
City, Missouri; Nashville, Tennessee; and Houston, Texas.
Fimat USA, Inc. or any of its principals have not been the subject of any
material administrative, civil, or criminal action within the past five years,
nor is any such action pending.
Neither Fimat USA, Inc., nor any affiliate, officer, director or employee
thereof have passed on the merits of this Prospectus or offering, or given any
guarantee as to the performance or any other aspect of the Partnership.
22
QCM is not obligated to continue to use the clearing brokers identified
above and may select others or additional dealers and counterparties in the
future, provided QCM believes that their service and pricing are competitive.
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Each Series is not required to make any distributions to Limited Partners.
While each Series has the authority to make such distributions, it does not
intend to do so in the foreseeable future. QCM believes that distributions of
Partnership assets serve no useful purpose since Limited Partners may redeem any
or all of their Units at the then current net value per Unit on a periodic
basis. The amount and timing of future distributions is uncertain. Because of
the potential volatility of the futures and forward contract markets, especially
in the short-term, each Series is recommended for those seeking a medium- to
long-term investment, i.e., three to five years). If each Series realizes
profits for any fiscal year, such profits will constitute taxable income to the
Limited Partners of such Series in accordance with their respective investments
in such Series whether or not cash or other property has been distributed to
Limited Partners. Any distributions, if made by a Series, may be inadequate to
cover such taxes payable by the Limited Partners of such Series.
REDEMPTIONS
A Limited Partner of a Series may request any or all of his investment in
such Series be redeemed by such Series at the net asset value of a Unit within
such Series as of the end of the month, subject to a minimum redemption of
$1,000 and subject further to such Limited Partner having an investment in such
Series, after giving effect to the requested redemption, at least equal to the
minimum initial investment amount of $5,000. Limited Partners must transmit a
written request of such withdrawal to QCM not less than ten (10) business days
prior to the end of the month (or such shorter period as permitted by QCM) as of
which redemption is to be effective. The Request for Redemption must specify the
dollar amount for which redemption is sought. Redemptions will generally be paid
within 20 days after the date of redemption. However, in special circumstances,
including, but not limited to, inability to liquidate dealers' positions as of a
redemption date or default or delay in payments due to each Series from clearing
brokers, banks or other persons or entities, each Series may in turn delay
payment to persons requesting redemption of the proportionate part of the net
assets of each Series represented by the sums that are the subject of such
default or delay. No such delays have been imposed to date by any pool sponsored
by QCM. The federal income tax aspects of redemptions are described under
"Federal Income Tax Aspects."
NET ASSET VALUE
The net asset value (NAV) of a Unit within a Series as of any date is (i)
the sum of all cash, plus Treasury bills valued at cost plus accrued interest,
and other securities of such Series valued at market, plus the market value of
all open futures, forward and option positions maintained by such Series, less
all liabilities of each Series and accrued performance fees payable by such
Series, determined in accordance with the principles specified in the
Partnership Agreement, divided by (ii) the number of Units of such Series
outstanding as of the date of determination. Where no principle is specified in
the Partnership Agreement, the net asset value of a Series is calculated in
accordance with accounting principles generally accepted in the United States of
America under the accrual basis of accounting.
[Remainder of page left intentionally blank]
23
QUADRIGA SUPERFUND, L.P. LIMITED PARTNERSHIP AGREEMENT
The following is a summary of the Quadriga Superfund, L.P. Limited
Partnership Agreement (the "Partnership Agreement"), a form of which is attached
as Exhibit A and incorporated by reference.
ORGANIZATION AND LIMITED LIABILITIES
The Partnership is organized under the Delaware Revised Uniform Limited
Partnership Act, as amended (the "Act"). The Partnership Agreement provides that
the Partnership shall be organized as separate Series. Under the Partnership
Agreement, the General Partner has created Series A and Series B. The General
Partner may create other Series under the Partnership Agreement as provided
therein. In general, the liability of a Limited Partner within a Series under
the Act is limited to the amount of his capital contribution to such Series and
his share of any undistributed profits of such Series. (However, Limited
Partners could be required, as a matter of bankruptcy law, to return to each
Series' estate any distribution which they received at a time when such Series
was in fact insolvent or in violation of the Partnership Agreement.) The assets
and estate of one Series is not liable for the liabilities of another Series.
MANAGEMENT OF PARTNERSHIP AFFAIRS
The Partnership Agreement effectively gives QCM, as general partner, full
control over the management and operations of each Series and the Partnership
Agreement gives no management role to the Limited Partners. To facilitate
matters for QCM, the Limited Partners must execute the attached Subscription
Agreement and Power of Attorney (Exhibit D).
Registered Agents Legal Services, LLC will accept service of legal process
on each Series in the State of Delaware. Only QCM has signed the Registration
Statement of which this Prospectus is a part, and only the assets of each Series
are subject to issuer liability under the federal securities laws for the
information contained in this Prospectus and under federal and state laws with
respect to the issuance and sale of the Units. Under the Partnership Agreement,
the power and authority to manage, operate and control all aspects of the
business of each Series are vested in the General Partner. In addition, QCM has
been designated as the "tax matters partner" of each Series and of the
Partnership for purposes of 27-36 the Internal Revenue Code of 1986, as amended
(the "Code").
The Limited Partners have no voice in the operations of each Series, other
than certain limited voting rights as set forth in the Partnership Agreement. In
the course of its management, QCM may, in its sole and absolute discretion,
appoint an affiliate or affiliates of QCM as additional general partners (except
where QCM has been notified by the Limited Partners that it is to be replaced as
the general partner) and retain such persons, including affiliates of QCM, as it
deems necessary for the efficient operation of each Series.
THE ADMINISTRATOR
RK Consulting, LLC ("RKC" or the "Administrator") is the Partnership's
administrator and is a wholly-owned subsidiary of Rothstein, Kass & Co., P.C.
("Rothstein Kass"). Pursuant to an out-sourced Accounting and Tax Services
Agreement entered into between the Partnership and RKC, (the "Accounting
Agreement"), RKC will be responsible for, among other things: (i) developing an
electronic linkage with each of the Series' Clearing Brokers in order to receive
monthly data from such brokers, (ii) calculating the monthly fees and the
performance fee payable to the General Partner with respect to each Series,
(iii) preparing or procuring the preparation of annual financial statements of
each Series and furnishing such statements, as well as the monthly reports and
quarterly reports regarding each Series' performance and net asset value per
Unit, to the General Partner and to Limited Partners of such Series, (iv)
keeping the accounts of each Series and of the Partnership and such financial
books as required by law or otherwise for the conduct of the financial affairs
of each Series, and (v) performing all other accounting services necessary in
connection with each Series.
The Accounting Agreement provides that RKC shall not be liable to a Series
for any acts or omissions in connection with the services rendered to such
Series under such agreement in the absence of negligence or
24
willful misconduct by RKC, or a breach by RKC of the Accounting Agreement. In
addition, the Series has agreed to indemnify RKC for any and all expenses,
costs, damages, or causes of action, including, but not limited to, reasonable
attorneys fees, incurred by RKC as the result of the unauthorized acts of such
Series, the General Partner, its employees or agents, or arising out of such
Series' or the General Partner's negligence, willful misconduct, or breach of
the Accounting Agreement. RKC receives customary fees paid out of a Series'
assets based upon the nature and extent of the services performed by RKC for
such Series. The Accounting Agreement may be terminated at any time without
penalty by either of the parties upon not less than 90 days' written notice.
Rothstein Kass is the thirtieth largest accounting firm in the United
States and is a member of the SEC Practice Section and the Private Companies
Practice Section of the American Institute of Certified Public Accountants.
Rothstein Kass has extensive experience providing accounting, tax and management
consulting to investment partnerships, offshore funds, funds of funds,
registered investment advisors and commodity pools located throughout the United
States. In addition, Rothstein Kass has been providing services to domestic
funds since the early 1980's and for offshore funds since the early 1990's,
including, among other things, portfolio accounting, tax reporting, financial
accounting, software development and general administrative services.
SHARING OF PROFITS AND LOSSES
Each Limited Partner within a Series has a capital account. Initially, the
Limited Partner's balance equals the amount paid for the Units in such Series.
The Limited Partner's balance is then proportionally adjusted monthly to reflect
any additions or withdrawals by each Limited Partner and his portion of such
Series' gains or losses for the month as reflected by changes in the NAV for
such Series.
FEDERAL TAX ALLOCATIONS
At year-end, each Series will determine the total taxable income or loss
for the year. Subject to the special allocation of net capital gain or loss to
redeeming Limited Partners, the taxable gain or loss is allocated to each
Limited Partner within a Series in proportion to his capital account therein and
each Limited Partner is responsible for his share of taxable income of such
Series. See Section 8 of the Partnership Agreement, and "Federal Income Tax
Aspects." For net capital gain and loss, the gains and losses are first
allocated to each Limited Partner who redeemed units during the year. The
remaining net capital gain or loss is then allocated to each Limited Partner in
proportion to his capital account. Each Limited Partner's tax basis in his units
is increased by the taxable income allocated to him and reduced by any
distributions received and losses allocated to him. Upon each Series'
liquidation, each Limited Partner within such Series will receive his
proportionate share of the assets of such Series.
DISPOSITIONS
A Limited Partner may transfer or assign his units in a Series upon 30
days' prior written notice to QCM and subject to approval by QCM of the
assignee. QCM will provide consent when it is satisfied that the transfer
complies with applicable laws, and further would not result in the termination
of such Series for federal income tax purposes. An assignee not admitted to a
Series as a Limited Partner will have only limited rights to share the profits
and capital of such Series and a limited redemption right. Assignees receive
"carry-over" tax basis accounts and capital accounts from their assignors,
irrespective of the amount paid for the assigned Units.
DISSOLUTION AND TERMINATION OF EACH SERIES
Each Series will be terminated and dissolved upon the happening of the
earlier of: 1) the expiration of each Series' stated term on December 31, 2050;
2) Limited Partners owning more than 50% of the outstanding units of such Series
vote to dissolve such Series; 3) QCM withdraws as general partner and no new
general partner is appointed; 4) a decline in the aggregate net assets of such
Series to less than $500,000; 5) the continued existence of such Series becomes
unlawful; or 6) such Series is dissolved by operation of law.
25
AMENDMENTS AND MEETINGS
The Partnership Agreement may be amended with the approval of more than
fifty percent (50%) of the Units then owned by Limited Partners of each Series.
QCM may make minor changes to the Partnership Agreement without the approval of
the Limited Partners. These minor changes can be for clarifications of
inaccuracies or ambiguities, modifications in response to changes in tax code or
regulations or any other changes the managing owner deems advisable so long as
they do not change the basic investment policy or structure of each Series.
Limited Partners owning at least 10% of the outstanding units of a Series can
call a meeting of such Series. At that meeting, the Limited Partners, provided
that Limited Partners owning a majority of the outstanding units of such Series
concur, can vote to: 1) amend the Partnership Agreement with respect to such
Series without the consent of QCM; 2) dissolve such Series; 3) terminate
contracts with QCM; 4) remove and replace QCM as General Partner; and 5) approve
the sale of Partnership assets.
INDEMNIFICATION
Each Series agrees to indemnify QCM, as general partner, for actions taken
on behalf of such Series, provided that QCM's conduct was in the best interests
of such Series and the conduct was not the result of negligence or misconduct.
Indemnification by each Series for alleged violation of securities laws is only
available if the following conditions are satisfied: 1) a successful
adjudication on the merits of each count alleged has been obtained, or 2) such
claims have been dismissed with prejudice on the merits by a court of competent
jurisdiction; or 3) a court of competent jurisdiction approves a settlement of
the claims and finds indemnification of the settlement and related costs should
be made; and 4) in the case of 3), the court has been advised of the position of
the SEC and certain states in which the units were offered and sold as to
indemnification for the violations.
REPORTS TO LIMITED PARTNERS
The Limited Partners in a Series shall have access to and the right to copy
such Series' books and records. A Limited Partner may obtain a list of all
Limited Partners within such Series together with the number of units owned by
each Limited Partner within such Series, provided such request is not for
commercial purposes unrelated to such Limited Partner's interest as a beneficial
owner of such Series. QCM will provide various reports and statements to the
Limited Partners within a Series including: 1) monthly, QCM will provide an
unaudited income statement of the prior month's Series' activities; 2) annually,
QCM will provide audited financial statements of such Series accompanied by a
fiscal year-end summary of the monthly reports described above; 3) annually, QCM
will provide tax information necessary for the preparation of the Limited
Partners' annual federal income tax returns; and 4) if the net asset value per
unit within a Series as of the end of any business day declines by 50% or more
from either the prior year-end or the prior month-end unit value of such Series,
QCM will suspend trading activities, notify all Limited Partners within such
Series of the relevant facts within seven business days and declare a special
redemption period.
26
FEDERAL INCOME TAX ASPECTS
The following constitutes the opinion of Henderson & Lyman and summarizes
the material federal income tax consequences to individual investors in each
Series.
EACH SERIES' PARTNERSHIP TAX STATUS
Because each Series is treated as a partnership for federal income tax
purposes, each Series does not pay any federal income tax. Based on the expected
activity of and restrictions on each Series, each Series will not be taxed as a
"publicly traded partnership."
TAXATION OF LIMITED PARTNERS ON PROFITS AND LOSSES OF EACH SERIES
Each Limited Partner must pay tax on his share of each Series' annual
income and gains, if any, even if each Series does not make any cash
distributions. Each Series generally allocates each Series' gains and losses
equally to each Unit. However, a Limited Partner who redeems any Units will be
allocated his share of each Series' gains and losses in order that the amount of
cash a Limited Partner receives for a redeemed Unit equals the Limited Partner's
adjusted tax basis in the redeemed Unit less any offering or syndication
expenses allocated to such Units. A Limited Partner's adjusted tax basis in a
redeemed Unit equals the amount originally paid for the Unit, increased by
income or gains allocated to the Unit and decreased (but not below zero) by
distributions, deductions or losses allocated to the Unit.
PARTNERSHIP LOSSES BY LIMITED PARTNERS
A Limited Partner may deduct Partnership losses only to the extent of his
tax basis in his Units. Generally, a Limited Partner's tax basis is the amount
paid for the units reduced (but not below zero) by his share of any Partnership
distributions, losses and expenses and increased by his share of each Series'
income and gains. However, a Limited Partner subject to "at-risk" limitations
(generally, non-corporate taxpayers and closely-held corporations) can only
deduct losses to the extent he is "at-risk." The "at-risk" amount is similar to
tax basis, except that it does not include any amount borrowed on a non-recourse
basis or from someone with an interest in each Series.
"PASSIVE-ACTIVITY LOSS RULES" AND THEIR EFFECT ON THE TREATMENT OF INCOME AND
LOSS
The trading activities of each Series are not a "passive activity."
Accordingly, a Limited Partner can deduct Partnership losses from taxable
income. However, a Limited Partner cannot offset losses from "passive
activities" against Partnership gains.
CASH DISTRIBUTIONS AND UNIT REDEMPTIONS
A Limited Partner who receives cash from each Series, either through a
distribution or a partial redemption, will not pay tax on that cash until his
tax basis in the Units is zero.
GAIN OR LOSS ON SECTION 1256 CONTRACTS AND NON-SECTION 1256 CONTRACTS
Section 1256 Contracts are futures and most options traded on U.S.
exchanges and certain foreign currency contracts. For tax purposes, Section 1256
Contracts that remain open at year-end are treated as if the position were
closed at year-end. The gain or loss on Section 1256 Contracts is characterized
as 60% long-term capital gain or loss and 40% short-term capital gain or loss
regardless of how long the position was open. Non-Section 1256 Contracts
include, among other things, certain foreign currency transactions such as
transactions when the amount paid or received is in a foreign currency. Gain and
loss from these Non-Section 1256 Contracts are generally short-term capital gain
or loss or ordinary income or loss.
TAX ON CAPITAL GAINS AND LOSSES
Long-term capital gains -- net gain on capital assets held more than one
year and 60% of the gain on Section 1256 Contracts -- are taxed at a maximum
rate of 20%. Short-term capital gains -- net gain on
27
capital assets held less than one year and 40% of the gain on Section 1256
Contracts -- are subject to tax at the same rates as ordinary income, with a
maximum rate of 39.6% for individuals. Individual taxpayers can deduct capital
losses only to the extent of their capital gains plus $3,000. Accordingly, each
Series could suffer significant losses and a Limited Partner could still be
required to pay taxes on his share of each Series' interest income. An
individual taxpayer can carry back net capital losses on Section 1256 Contracts
three years to offset earlier gains on Section 1256 Contracts. To the extent the
taxpayer cannot offset past Section 1256 Contract gains, he can carry forward
such losses indefinitely as losses on Section 1256 Contracts.
INTEREST INCOME
Interest received by each Series is taxed as ordinary income. Net capital
losses can offset ordinary income only to the extent of $3,000 per year. See
"-- Tax on Capital Gains and Losses."
LIMITED DEDUCTION FOR CERTAIN EXPENSES
QCM does not consider the brokerage fee and the performance fees, as well
as other ordinary expenses of each Series, investment advisory expenses or other
expenses of producing income. Accordingly, QCM treats these expenses as ordinary
business deductions not subject to the material deductibility limitations which
apply to investment advisory expenses. The IRS could contend otherwise and to
the extent the IRS recharacterizes these expenses, a Limited Partner would have
the amount of the ordinary expenses allocated to him reduced accordingly.
SYNDICATION FEES
Neither each Series nor any Limited Partner is entitled to any deduction
for syndication expenses, if any, in the year they reduce net asset value, nor
can these expenses be amortized by each Series or any Limited Partner even
though the payment of such expenses reduces net asset value. The IRS could take
the position that a portion of the brokerage fee paid by each Series to QCM
constitutes syndication expenses which reduce a Limited Partner's net asset
value, but do not reduce a Limited Partner's adjusted tax basis.
INVESTMENT INTEREST DEDUCTIBILITY LIMITATIONS
Individual taxpayers can deduct "investment interest" -- interest on
indebtedness allocable to property held for investment -- only to the extent
that it does not exceed net investment income. Net investment income does not
include adjusted net capital gain taxed at the lower 20% rate.
UNRELATED BUSINESS TAXABLE INCOME
Tax-exempt Limited Partners will not be required to pay tax on their share
of income or gains of each Series, provided that such Limited Partners do not
purchase units with borrowed funds.
IRS AUDITS OF THE PARTNERSHIP AND ITS LIMITED PARTNERS
The IRS audits Partnership-related items at the entity level rather than at
the Limited Partner level. QCM acts as "tax matters partner" with the authority
to determine each Series' responses to an audit. If an audit results in an
adjustment, all Limited Partners may be required to pay additional taxes,
interest and penalties.
STATE AND OTHER TAXES
In addition to the federal income tax consequences described above, each
Series and the Limited Partners may be subject to various state and other taxes.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS BEFORE DECIDING
WHETHER TO INVEST.
28
INVESTMENT BY ERISA ACCOUNTS
GENERAL
This section sets forth certain consequences under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the Code, which a
fiduciary of an "employee benefit plan" as defined in and subject to ERISA or of
a "plan" as defined in and subject to Section 4975 of the Code who has
investment discretion should consider before deciding to invest the plan's
assets in each Series (such "employee benefit plans" and "plans" being referred
to herein as "Plans," and such fiduciaries with investment discretion being
referred to herein as "Plan Fiduciaries").
SPECIAL INVESTMENT CONSIDERATION
Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in each Series, including the
role that an investment in each Series plays or would play in the Plan's overall
investment portfolio. Each Plan Fiduciary, before deciding to invest in each
Series, must be satisfied that such investment is prudent for the Plan, that the
investments of the Plan, including each Series, are diversified so as to
minimize the risk of large losses and that an investment in each Series complies
with the terms of the Plan and related trust.
EACH SERIES SHOULD NOT BE DEEMED TO HOLD "PLAN ASSETS"
A regulation issued under ERISA (the "ERISA Regulation") contains rules for
determining when an investment by a Plan in an equity interest of an entity will
result in the underlying assets of the entity being assets of the Plan for
purposes of ERISA and Section 4975 of the Code (i.e., "plan assets"). Those
rules provide in pertinent part that assets of an entity will not be plan assets
of a Plan which purchases an equity interest in the entity if the equity
interest purchased is a "publicly-offered security" (the "Publicly-Offered
Security Exception"). If the underlying assets of an entity are considered to be
assets of any Plan for purposes of ERISA or Section 4975 of the Code, the
operations of such entity would be subject to and, in some cases, limited by,
the provisions of ERISA and Section 4975 of the Code The Publicly-Offered
Security Exception applies if the equity is a security that is: 1) "freely
transferable" (determined based on the applicable facts and circumstances); 2)
part of a class of securities that is "widely held" (meaning that the class of
securities is owned by 100 or more investors independent of the issuer and of
each other); and 3) either (a) part of a class of securities registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or (b) sold to
the Plan as part of a public offering pursuant to an effective registration
statement under the Securities Act of 1933 and the class of which such security
is a part is registered under the Securities Exchange Act of 1934 within 120
days (or such later time as may be allowed by the SEC) after the end of the
fiscal year of the issuer in which the offering of such security occurred. It
appears that all of the conditions described above will be satisfied with
respect to the Units and, therefore, the Units should constitute
"publicly-offered securities" and the underlying assets of each Series should
not be considered to constitute assets of any Plan which purchases Units.
INELIGIBLE PURCHASERS
In general, Units may not be purchased with the assets of a Plan if QCM,
the clearing brokers, any of the selling agents, any of their respective
affiliates or any of their respective employees either: 1) has investment
discretion with respect to the investment of such plan assets; 2) has authority
or responsibility to give or regularly gives investment advice with respect to
such plan assets, for a fee, and pursuant to an agreement or understanding that
such advice will serve as a primary basis for investment decisions with respect
to such plan assets and that such advice will be based on the particular
investment needs of the Plan; or 3) is an employer maintaining or contributing
to such Plan. NONE OF QCM, THE CLEARING BROKERS OR THE SELLING AGENTS MAKE ANY
REPRESENTATION THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS WITH
RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS
APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION
SHOULD CONSULT WITH HIS OR HER
29
ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN EACH
SERIES IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN.
PLAN OF DISTRIBUTION
SUBSCRIPTION PROCEDURE
Each Series will offer the Units to the public for an initial offering
period ending on or before April 30, 2003, subject to extension until October
30, 2003 in the discretion of QCM. During the initial offering period, the Units
will be offered at a price of $1,000 per Unit and all monies received will be
placed in an interest-bearing escrow account. Once QCM has determined that
$1,000,000 of the Units have been subscribed for in a Series, it will set the
initial closing date for that Series, on which date the proceeds held in escrow
for that Series will be invested. After the initial offering period, each Series
will offer the Units to the public during the continuing offering at the net
asset value per Unit as of each month-end closing date on which subscriptions
are accepted, subject to calculation of such month-end net asset value by the
Administrator. Investors must submit subscriptions at least five (5) business
days prior to the applicable month-end closing date and they will be accepted
once payments are received and cleared. Investors may rescind their subscription
agreement within five (5) business days of receipt of each Series' Prospectus.
QCM may suspend, limit or terminate the continuing offering period at any time.
The Units are offered on a "best efforts" basis without any firm underwriting
commitment through selling agents which are registered broker-dealers and
members of the National Association of Securities Dealers, Inc. Units are
offered until such time as QCM terminates the continuing offering. Subscriptions
received during the continuing offering period can be accepted on a monthly
basis. Subscribers whose subscriptions are canceled or rejected will be notified
of when their subscriptions, plus interest, will be returned, which shall be
promptly after rejection. Subscribers whose subscriptions are accepted will be
issued fractional units, calculated to three decimal places, in an amount which
will include any interest earned on their subscriptions. Each Series' escrow
account is maintained at HSBC Bank USA, 452 Fifth Avenue, New York, New York
10018 (the "Escrow Agent"). All subscription funds are required to be promptly
transmitted to the Escrow Agent. Subscriptions must be accepted or rejected by
QCM within five business days of receipt, and the settlement date for the
deposit of subscription funds in escrow must be within five business days of
acceptance. No fees or costs will be assessed on any subscription while held in
escrow, irrespective of whether the subscription is accepted or subscription
funds returned. The Escrow Agent will invest the subscription funds in
short-term United States Treasury bills or comparable authorized instruments
while held in escrow. Subscriptions from customers of any of the selling agents
may also be made by authorizing such selling agent to debit the Limited
Partner's customer securities account at the selling agent. Promptly after
debiting the customer's securities account, the selling agent shall send payment
to the Escrow Agent as described above, in the amount of the subscription so
debited. Subscribers must purchase Units for investment purposes only and not
with a view toward resale. An investor who meets the suitability standards given
below must complete, execute and deliver to the relevant selling agent a copy of
the Subscription Agreement and Power of Attorney attached as Exhibit D. A
Limited Partner can pay either by a check made payable to "Quadriga Superfund,
L.P. Series (A or B, as applicable), Escrow Account" or by authorizing his
selling agent to debit his customer securities account. QCM will then accept or
reject the subscription within five business days of receipt of the
subscription. All subscriptions are irrevocable once subscription payments are
deposited in escrow.
REPRESENTATIONS AND WARRANTIES OF INVESTORS IN THE SUBSCRIPTION AGREEMENT
Investors are required to make representations and warranties in the
Subscription Agreement. Each Series' primary intention in requiring the
investors to make representations and warranties is to ensure that only persons
for whom an investment is suitable invest in each Series. Each Series is most
likely to assert representations and warranties if it has reason to believe that
the related investor may not be qualified to invest or remain invested in each
Series. The representations and warranties made by investors in the Subscription
Agreement may be summarized as relating to: 1) eligibility of investors to
invest in each Series, including legal age, net worth and annual income; 2)
representative capacity of investors; 3) information provided by
30
investors; 4) information received by investors; and 5) investments made on
behalf of employee benefit plans. See the Subscription Agreement and Power of
Attorney attached as Exhibit D for further detail.
MINIMUM INVESTMENT
The minimum investment is $5,000 in one Series. Limited Partners in one
Series may increase their investment in that same Series with an additional
investment of $1,000 or more. Prospective investors must be aware that the price
per Unit of a Unit in a Series during the continuing offering period will vary
depending upon the month-end net asset value per Unit of such Series. Under the
federal securities laws and those of certain states, investors may be subject to
special minimum purchase and/or investor suitability requirements.
INVESTOR SUITABILITY
There can be no assurance that each Series will achieve its objectives or
avoid substantial losses. An investment in each Series is suitable only for a
limited segment of the risk portion of an investor's portfolio and no one should
invest more in each Series than he can afford to lose. The Limited Partner's
selling agent is responsible for determining if the Units are a suitable
investment for the investor. At an absolute minimum, investors must have (i) a
net worth of at least $150,000 (exclusive of home, furnishings and automobiles)
or (ii) an annual gross income of at least $45,000 and a net worth (as
calculated above) of at least $45,000. No one may invest more than 10% of his
net worth (as calculated above) in the Partnership. THESE STANDARDS (AND THE
ADDITIONAL STANDARDS APPLICABLE TO RESIDENTS OF CERTAIN STATES AS SET FORTH
UNDER "EXHIBIT C -- SUBSCRIPTION REQUIREMENTS" HEREIN) ARE REGULATORY MINIMUMS
ONLY. QUALIFICATION UNDER SUCH STANDARDS DOES NOT NECESSARILY IMPLY THAT AN
INVESTMENT IN EACH SERIES IS SUITABLE FOR A PARTICULAR INVESTOR. PROSPECTIVE
LIMITED PARTNERS SHOULD REVIEW EXHIBIT C AND CONSIDER THE HIGHLY SPECULATIVE AND
ILLIQUID NATURE OF AN INVESTMENT IN EACH SERIES AS WELL AS THE HIGH RISK AND
HIGHLY LEVERAGED NATURE OF THE FUTURES, FORWARD AND RELATED MARKETS IN
DETERMINING WHETHER AN INVESTMENT IN EACH SERIES IS CONSISTENT WITH THEIR
OVERALL PORTFOLIO OBJECTIVES.
THE SELLING AGENTS
The selling agents, the broker-dealers who offer the Units, offer the Units
on a best efforts basis without any firm underwriting commitment. The sole
selling agent for each Series currently is Quadriga Asset Management, Inc., an
affiliate of QCM. Each Series and QCM may retain additional selling agents. The
selling agents, including certain foreign dealers who may elect to participate
in the offering, are bound by their respective Selling Agreements with each
Series. Quadriga Asset Management, Inc. and any additional selling agents will
receive collectively 4% from the proceeds of the offering with respect to any
Units they sell. Other than as described above, QCM will pay no person any
commissions or other fees in connection with the solicitation of purchases for
Units. In the Selling Agreement with each selling agent, QCM has agreed to
indemnify the selling agents against certain liabilities that the selling agents
may incur in connection with the offering and sale of the Units, including
liabilities under the Securities Act of 1933, as amended. QCM will not close the
initial offering period for a Series unless it has received acceptable
subscriptions for at least 1,000 Units ($1,000,000) in that Series. After the
initial offering period, Units will be sold on a continuing basis at the net
asset value per Unit as of the end of each month.
31
CERTAIN LEGAL MATTERS
Henderson & Lyman, Chicago, Illinois has advised QCM on legal matters in
connection with the Units. In the future, Henderson & Lyman may advise QCM with
respect to its responsibilities as general partner and trading advisor of, and
with respect to, matters relating to each Series. Henderson & Lyman has not
represented, nor will it represent, either Series or the Limited Partners in
matters relating to each Series.
EXPERTS
The financial statements of Quadriga Superfund, L.P. Series A and B as of
and for the period ended August 5, 2002 and of QCM as of and for the period
ended December 31, 2001 have been included herein in reliance upon reports of
KPMG LLP, independent auditors, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.
[Remainder of page left intentionally blank]
32
INDEX TO FINANCIAL STATEMENTS
<Table>
<Caption>
PAGE
----
Quadriga Superfund, L.P. Series A and Series B as of August
5, 2002
Independent Auditors' Report.............................. F-2
Statement of Assets and Liabilities....................... F-3
Statement of Operations................................... F-4
Statement of Changes in Net Assets........................ F-5
Statement of Cash Flows................................... F-6
Notes to Financial Statements............................. F-7
Quadriga Capital Management, Inc. as of December 31, 2001
Independent Auditors' Report.............................. F-9
Statement of Financial Condition.......................... F-10
Statement of Income....................................... F-11
Statement of Changes in Stockholder's Equity.............. F-12
Statement of Cash Flows................................... F-13
Notes to Financial Statements............................. F-14
Quadriga Capital Management, Inc. as of May 31, 2002
(Unaudited)
Statement of Financial Condition.......................... F-17
Statement of Operations................................... F-18
Statement of Changes in Stockholder's Equity.............. F-19
Statement of Cash Flows................................... F-20
Notes to Financial Statements............................. F-21
</Table>
F-1
INDEPENDENT AUDITORS' REPORT
The General Partner of
Quadriga Superfund, L.P.:
We have audited the accompanying statement of assets and liabilities of the
Quadriga Superfund, L.P. (the Partnership), consisting of Series A units and
Series B units, as of August 5, 2002, and the related statements of operations,
changes in net assets, and cash flows for the period from May 3, 2002 to August
5, 2002. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Quadriga Superfund, L.P. as
of August 5, 2002, and the results of its operations and its cash flows for the
period from May 3, 2002 to August 5, 2002 in conformity with accounting
principles generally accepted in the United States of America.
KPMG, LLP
Chicago, Illinois
August 6, 2002
F-2
QUADRIGA SUPERFUND, L.P., SERIES A AND B
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 5, 2002
<Table>
<Caption>
SERIES A SERIES B
-------- --------
ASSETS
Cash........................................................ $10,073 $10,003
------- -------
$10,073 $10,003
======= =======
LIABILITIES
Liabilities:................................................ $ -- $ --
------- -------
Net Assets.................................................. $10,073 $10,003
======= =======
Partnership units, no par value; unlimited units
authorized................................................ 10.073 10.003
======= =======
Net Asset Value, offering and redemption price per unit (net
assets/units outstanding)................................. $ 1,000 $ 1,000
======= =======
</Table>
See accompanying notes to financial statements.
F-3
QUADRIGA SUPERFUND, L.P., SERIES A AND B
STATEMENT OF OPERATIONS
PERIOD FROM MAY 3, 2002 THROUGH AUGUST 5, 2002
<Table>
<Caption>
SERIES A SERIES B
-------- --------
Revenue:.................................................... $-- $--
Expenses:................................................... -- --
--- ---
Net income............................................. $-- $--
=== ===
</Table>
See accompanying notes to financial statements.
F-4
QUADRIGA SUPERFUND, L.P., SERIES A AND B
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 3, 2002 THROUGH AUGUST 5, 2002
<Table>
<Caption>
SERIES A SERIES B
-------- --------
Balance at May 3, 2002...................................... $ -- $ --
Partnership units issued.................................... 10,073 10,003
------- -------
Balance at August 5, 2002................................... $10,073 $10,003
======= =======
</Table>
See accompanying notes to financial statements.
F-5
QUADRIGA SUPERFUND, L.P., SERIES A AND B
STATEMENT OF CASH FLOWS
PERIOD FROM MAY 3, 2002 THROUGH AUGUST 5, 2002
<Table>
<Caption>
SERIES A SERIES B
-------- --------
Cash flows from financing activities:
Contributed capital....................................... $10,073 $10,003
------- -------
Cash provided by financing activities.................. 10,073 10,003
------- -------
Cash at beginning of period................................. -- --
------- -------
Cash at end of period....................................... $10,073 $10,003
======= =======
</Table>
See accompanying notes to financial statements.
F-6
(1) ORGANIZATION
Quadriga Superfund, L.P. was organized as a limited partnership on May 3,
2002 under the Delaware Revised Uniform Limited Partnership Act, as amended. In
accordance with the Limited Partnership Agreement, Quadriga Superfund is
organized as two separate series of limited partnership units, Series A and
Series B. The purpose of each Series of Quadriga Superfund is speculative
trading in the U.S. and international futures and equity markets. Quadriga
Superfund has had no operations other than those related to organizational
matters, including the sale of 10.073 units of Series A and 10.003 units of
Series B for cash in the amounts of $10,073 and $10,003, respectively, for
Series A and B, to Quadriga Capital Management, Inc. (QCM, also referred to as
the "General Partner") on August 5, 2002. Maximum contributed capital for
Quadriga Superfund is $200,000,000.
As General Partner, QCM has the sole authority and responsibility for
managing Quadriga Superfund and for directing the investment and reinvestment of
each Series' assets. QCM may utilize leverage to both enhance and hedge
positions in such series. QCM's sole business is the trading and management of
discretionary futures accounts, including commodity pools.
(2) SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies, which have been followed
in preparing the accompanying financial statements, is set forth below.
USE OF ESTIMATES
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP). The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities as of the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Actual amounts could differ from such estimates.
INCOME TAXES
Federal income taxes are not intended to be provided for as each
partner is individually liable for the taxes, if any, on its shares of
Quadriga Superfund's taxable income items including capital gains,
interest, dividends, and deductions. In accordance with the Limited
Partnership Agreement, each Series and the limited partners may be subject
to various state and other taxes.
(3) MANAGEMENT FEES AND PERFORMANCE FEES
QCM, as the general partner, will receive a management fee of one-twelfth
of 1.85% (1.85% annually) of the month-end net asset value of each Series, at
the beginning of each calendar month in exchange for providing ongoing advisory
services. The general partner may voluntarily waive a portion of its management
fee at its discretion.
In addition, each Series will pay QCM a monthly performance fee equal to
25% of the new appreciation, if any, in the net asset value of that Series. "New
appreciation" refers to the total increase in net asset value of a Series from
the end of the last period for which the General Partner earned a performance
fee. The performance fee is not reduced for extraordinary expenses, if any, of
the Series, and no fee is paid with respect to interest income. If a performance
fee payment is made by each Series, and each Series thereafter incurs a net
loss, QCM will retain the amount previously paid. Trading losses will be carried
forward and no further performance fees may be paid until the prior losses have
been recovered.
(4) EXPENSES
In accordance with the Limited Partnership Agreement, each Series shall be
charged certain expenses, as described below, and such expenses will be
allocated proportionately among the partners.
F-7
ORGANIZATION AND OFFERING EXPENSES
Each Series will pay a monthly fee equal to one-twelfth of 1.00%
(1.00% annually) of the net asset value of that Series for organization and
offering expenses. These expenses include all fees and expenses incurred in
connection with the formation of each Series and distribution of the
limited partnership units including printing, mailing, filing fees, escrow
fees, salaries and bonuses of employees while engaged in sales activities
and marketing expenses of QCM and the selling agents which are paid by each
Series and will be advanced by QCM. As of August 5, 2002, neither Series
had accrued charges for organization and offering expenses since the sale
of units to QCM occurred on the balance sheet date.
OPERATING EXPENSES
Each Series is responsible to provide for operating expenses,
including but not limited to administrative, legal and accounting fees, and
any taxes or extraordinary expenses payable by each Series. These expenses
will be charged to each Series at a rate of one-twelfth of 0.15% per month
(0.15% annually) of each Series' net assets. QCM, as the General Partner,
will be responsible for any such expenses during any year of operations
which exceed 0.15% of each Series' net assets per annum. As of August 5,
2002, neither Series had accrued such operating expenses since the sale of
units to QCM occurred on the balance sheet date. Expenses incurred in
connection with organizing the Partnership were paid by the General
Partner, and will not be specifically reimbursed by the Partnership.
(5) RELATED PARTY TRANSACTIONS
Quadriga Asset Management, Inc., an introducing broker and affiliate of
QCM, will receive certain fees from each Series, consisting of (1) $25.00 per
round turn transaction plus applicable National Futures Association and exchange
fees for execution and brokerage services, along with (2) an annual 4% selling
commission (one-twelfth of 4.00% per month) of the month-end net asset value of
each Series per month. QAM, in turn, will remit a portion of the commissions to
the clearing broker for execution and clearing costs, and will retain the
remaining brokerage commission fee. QAM will also remit a portion of the selling
fee to the selling agents for ongoing administrative services to the
Partnership. As of August 5, 2002, no trading activity had occurred in either
Series that would cause transaction-based fees, as described above, to be due to
QAM; in addition, as of August 5, 2002, neither Series had incurred selling
commission expenses as described above since the sale of units to QCM occurred
on the balance sheet date.
F-8
INDEPENDENT AUDITORS' REPORT
The Shareholder
Quadriga Capital Management, Inc.
We have audited the accompanying statement of financial condition of
Quadriga Capital Management, Inc. (the Company) as of December 31, 2001, and the
related statements of income, changes in stockholder's equity and cash flows for
the period from March 27, 2001 (date of inception) to December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Quadriga Capital Management,
Inc. as of December 31, 2001, and the results of its operations and its cash
flows for the period from March 27, 2001 (date of inception) to December 31,
2001 in conformity with accounting principles generally accepted in the United
States of America.
KPMG LLP
Chicago, Illinois
March 18, 2002 except as to
the ninth and tenth paragraphs
of Note 1 which are as of
July 31, 2002
F-9
PURCHASERS OF UNITS OF QUADRIGA SUPERFUND L.P. SERIES A AND SERIES B WILL NOT
RECEIVE ANY INTEREST IN QUADRIGA CAPITAL MANAGEMENT, INC.
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2001
<Table>
ASSETS
Cash........................................................ $100,784
Due from affiliated limited partnership..................... 129,046
Prepaid deposits............................................ 2,612
Fixed assets, net of accumulated depreciation of $6,843..... 66,571
--------
$299,013
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Due to affiliate....................................... $70,497
Other liabilities...................................... 3,610
--------
Total liabilities.................................... 74,107
--------
Stockholder's equity:
Contributed capital, $50 par value;
2,000 shares authorized, issued, and outstanding..... 100,000
Additional paid-in-capital............................. 19,890
Retained earnings...................................... 105,016
--------
Total stockholder's equity........................... 224,906
--------
$299,013
========
</Table>
See accompanying notes to financial statements.
F-10
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF INCOME
PERIOD FROM MARCH 27, 2001
(DATE OF INCEPTION)
THROUGH DECEMBER 31, 2001
<Table>
Revenues -- management and incentive fees................... $140,239
Expenses:
Operating expenses........................................ 28,380
Depreciation.............................................. 6,843
--------
Total expenses......................................... 35,223
--------
Net income............................................. $105,016
========
</Table>
See accompanying notes to financial statements.
F-11
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
PERIOD FROM MARCH 27, 2001 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001
<Table>
<Caption>
ADDITIONAL
COMMON PAID-IN- RETAINED
STOCK CAPITAL EARNINGS TOTAL
-------- ---------- -------- --------
Balance at March 27, 2001.......................... $ -- $ -- $ -- $ --
Capital Contribution............................... 100,000 19,890 -- 119,890
Net income......................................... -- -- 105,016 105,016
-------- ------- -------- --------
Balance at December 31, 2001....................... $100,000 $19,890 $105,016 $224,906
======== ======= ======== ========
</Table>
See accompanying notes to financial statements.
F-12
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CASH FLOWS
PERIOD FROM MARCH 27, 2001 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001
<Table>
Cash flows from operating activities:
Net income................................................ $ 105,016
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 6,843
Increase in assets:
Due from affiliated limited partnership.............. (129,046)
Prepaid deposits..................................... (2,612)
Increase in liabilities:
Due to affiliates.................................... 28,380
Other liabilities.................................... 3,610
---------
Net cash provided by operating activities......... 12,191
---------
Cash flows from investing activities:
Purchase of fixed assets.................................. (73,414)
---------
Net cash used in investing activities............. (73,414)
---------
Cash flows from financing activities:
Contributed capital....................................... 119,890
---------
Advances from affiliates.................................. 42,117
---------
Net cash provided by financing activities......... 162,007
---------
Net change in cash................................ 100,784
Cash at beginning of year................................... --
---------
Cash at end of year......................................... $ 100,784
=========
</Table>
See accompanying notes to financial statements
F-13
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
(1) GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies which have been followed
in preparing the accompanying financial statements is set forth below.
NATURE OF BUSINESS
Quadriga Capital Management Inc. (the Company), was incorporated in
Grenada, West Indies, on March 27, 2001. The Company's sole business is the
trading and management of discretionary futures trading accounts, including
commodity pools which are domiciled in the United States of America. The Company
presently serves as commodity pool operator for Quadriga Partners, L.P.
(Quadriga Partners), an affiliated partnership. The Company is wholly-owned by
one shareholder.
REVENUE RECOGNITION
Quadriga Capital Management, Inc. earns management fees and an incentive
fee for trading and management services provided to the Quadriga Partners.
Management fees and the incentive fee are accrued as revenue on a quarterly
basis and annual basis, respectively. Management fees are due the Company based
on the terms of the agreement between the Company and Quadriga Partners at an
annual rate of 2% of the net assets of Quadriga Partners.
EXPENSES
The Company incurs operating expenses relating to normal activities in
connection with managing the business.
FIXED ASSETS
Fixed assets are stated net of accumulated depreciation. Depreciation is
calculated on the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are amortized straight-line over the remainder of
the lease term.
USE OF ESTIMATES
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
as of the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual amounts could differ from such
estimates.
INCOME TAXES
The Company has no income that is effectively connected in the United
States of America, and therefore is not subject to income tax for the period
from March 27, 2001 (date of inception) to December 31, 2001.
FUNCTIONAL CURRENCY
The Company's functional currency is the U.S. dollar. In addition to
maintaining a bank account in U.S. dollars, the Company also has an account
denominated in Eastern Caribbean dollars used for various immaterial operating
expenses. Cash assets denominated in Eastern Caribbean dollars are translated to
U.S. dollars at the current exchange rate. The resulting adjustments are charged
or credited directly to the
F-14
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Stockholder's Equity section of the Balance Sheet. Expenses are translated at
the weighted-average exchange rate for the period. There has been no change in
the exchange rate between U.S. and Eastern Caribbean dollars during the period
covered by the financial statements.
CORRECTIONS AND RECLASSIFICATIONS
These financial statements contain reclassifications associated with
operating expenses incurred and fixed asset acquisitions by an affiliate on
behalf of the Company. As a result, the "Due to affiliates" line in the
operating section of the statement of cash flows previously reported as $70,497
was changed to $28,380 and the line "Advances from affiliates" totaling $42,117
was added to the financing section. There was no impact on the net change in
cash.
Additional disclosures regarding functional currency, foreign currency
translation adjustments, recognition of management fees, and commitments of the
Company to the Partnership have been added to the footnotes.
(2) RELATED PARTIES
The Company is the general partner of Quadriga Partners. As of December 31,
2001, the Company did not have a capital interest in Quadriga Partners nor is
the Company committed to provide capital contributions, advances or to maintain
an investment in Quadriga Partners. As general partner, the Company is
responsible for the trading and management of Quadriga Partners, and receives a
quarterly management fee computed at an annual rate of 2% of the net assets of
Quadriga Partners at the beginning of such quarter. Management fees compensate
the Company for services rendered to and on behalf of Quadriga Partners. In
addition, the Company receives an incentive fee from Quadriga Partners in an
amount equal to 25% of the excess of net profits over net losses allocated to
the limited partners' capital accounts as of the end of each fiscal year. For
the year ended December 31, 2001, the Company had earned management fees and
incentive fees of $24,145 and $116,094, respectively, which is included in fee
income. At December 31, 2001, the Company had accrued management fee and
incentive fee revenue receivable of $12,952 and $116,094, respectively, which is
included in due from affiliated limited partnership.
At December 31, 2001, the Company owed the amount of $70,497 to Quadriga
Fund Management (QFM), a Grenada corporation, for expenses and the purchase of
fixed assets incurred by QFM on behalf of the Company. QFM is an affiliated
entity owned by the sole stockholder of the Company.
The Company utilizes an automated trading system to execute its commodity
trades on behalf of Quadriga Partners. The trading system is owned by Christian
Baha and Christian Halper, and is licensed to the Company on a non-exclusive
basis at no cost. For the period ended December 31, 2001, the actual costs of
acquiring and operating the automated trading system which would have been
allocated to the Company, based upon assets managed, were immaterial. Such costs
may be allocated in future periods and would be recorded as an expense, with an
offsetting credit to additional paid-in capital.
The Company executes its trades through Quadriga Asset Management (QAM), an
introducing broker located in Chicago, IL. The sole stockholder of the Company
is also a majority shareholder of QAM. Brokerage costs are recognized in the
account for which the Company is trading. No brokerage costs are incurred
directly by the Company.
F-15
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(3) LEASE
The future minimum lease payments under the non-cancelable office rental
lease as of December 31, 2001 are:
<Table>
<Caption>
YEAR ENDING DECEMBER 31, MINIMUM PAYMENTS
- ------------------------ ----------------
2002........................................................ $ 8,955
2003........................................................ 8,955
2004........................................................ 5,970
-------
$23,880
-------
</Table>
F-16
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF FINANCIAL CONDITION
<Table>
<Caption>
MAY 31, 2002 DECEMBER 31, 2001
------------ -----------------
(UNAUDITED)
ASSETS
Cash........................................................ $184,794 100,784
Due from related parties.................................... 38,449 129,046
Prepaid deposits............................................ 2,612 2,612
Prepaid asset............................................... -- --
Fixed assets, net of accumulated depreciation of $20,811.... 67,495 66,571
-------- -------
$293,350 299,013
======== =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Due to affiliate.......................................... $ -- 70,497
Other liabilities......................................... 2,400 3,610
-------- -------
Total liabilities.................................... 2,400 74,107
-------- -------
Stockholder's equity:
Contributed capital, $50 par value; 2,000 shares
authorized, issued, and outstanding.................... 100,000 100,000
Additional paid-in-capital................................ 199,855 19,890
Retained earnings......................................... (8,905) 105,016
-------- -------
Total stockholder's equity........................... 290,950 224,906
-------- -------
$293,350 299,013
======== =======
</Table>
See accompanying notes to financial statements.
F-17
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF OPERATIONS
FIVE MONTH PERIOD FROM JANUARY 1 THROUGH MAY 31, 2002
<Table>
<Caption>
(UNAUDITED)
Revenues -- management and incentive fees................... $ 24,384
Expenses
Operating Expenses........................................ 124,337
Depreciation.............................................. 13,968
--------
Total Expenses.............................................. 138,305
--------
Net Loss.................................................... $113,921
========
</Table>
See accompanying notes to financial statements
F-18
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)
FIVE MONTH PERIOD FROM JANUARY 1 THROUGH MAY 31, 2002
<Table>
<Caption>
ADDITIONAL
COMMON PAID-IN- RETAINED
STOCK CAPITAL EARNINGS TOTAL
-------- ---------- -------- --------
Balance at December 31, 2001....................... $100,000 19,890 105,016 224,906
Net Loss........................................... -- -- (113,921) (113,921)
Additional Issued Stock............................ -- 179,965 -- 179,965
-------- ------- -------- --------
Balance at May 31, 2002............................ $100,000 199,855 (8,905) 290,950
======== ======= ======== ========
</Table>
See accompanying notes to financial statements.
F-19
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FIVE MONTH PERIOD FROM JANUARY 1 THROUGH MAY 31, 2002
<Table>
Cash flows from operating activities:
Net Loss.................................................. $(113,921)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 13,968
(Increase) decrease in assets:
Due from affiliated limited partnership.............. 90,597
Increase (decrease) in liabilities:
Due to affiliates.................................... (28,380)
Other liabilities.................................... (1,210)
---------
Net cash used in operating activities............. $ (38,946)
---------
Cash flows from investing activities -
Purchase of fixed assets.................................. (14,892)
---------
Net cash used in investing activities............. (14,892)
---------
Cash flows from financing activities -
Increase in contributed capital........................... 179,965
Advances from affiliates.................................. (42,117)
---------
Net cash provided by financial activities................. 137,848
Net change in cash........................................ 84,010
Cash at beginning of period................................. 100,784
---------
Cash at end of period....................................... $ 184,794
=========
</Table>
See accompanying notes to financial statements
F-20
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2002
(UNAUDITED)
(1) GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies which have been followed
in preparing the accompanying financial statements contain is set forth below.
NATURE OF BUSINESS
Quadriga Capital Management Inc. (the Company), was incorporated in
Grenada, West Indies, on May 27, 2001. The Company's sole business is the
trading and management of discretionary futures trading accounts, including
commodity pools which are domiciled in the United States of America. The Company
presently serves as commodity pool operator for Quadriga Partners, L.P.
(Quadriga Partners), an affiliated partnership. The Company is wholly-owned by
one shareholder.
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Company's
financial position, results of operations, changes in stockholder's equity, and
cash flows for the periods presented, and all such adjustments are of a normal
recurring nature. The Company was funded and commenced operations after May 31,
2001, and as such, comparative prior year statements of operations, changes in
stockholder's equity, and cash flows have not been included in the financial
statements.
REVENUE RECOGNITION
Quadriga Capital Management, Inc. earns management fees and an incentive
fee for trading and management services provided to Quadriga Partners.
Management fees and the incentive fee are accrued as revenue on a quarterly
basis and annual basis, respectively. Management fees are due the Company based
on the terms of the agreement between the Company and Quadriga Partners at an
annual rate of 2% of the net assets of Quadriga Partners.
EXPENSES
The Company incurs operating expenses relating to normal activities in
connection with managing the business.
FIXED ASSETS
Fixed assets are stated net of accumulated depreciation. Depreciation is
calculated on the straight line method over the estimated useful lives of the
assets. Leasehold improvements are amortized straight-line over the remainder of
the lease term.
USE OF ESTIMATES
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
as of the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual amounts could differ from such
estimates.
F-21
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
INCOME TAXES
The Company has no income that is effectively connected in the United
States of America, and therefore is not subject to income tax for the 5 month
period ended May 31, 2002.
FUNCTIONAL CURRENCY
The Company's functional currency is the U.S. dollar. In addition to
maintaining a bank account in U.S. dollars, the Company also has an account
denominated in Eastern Caribbean dollars used for various immaterial operating
expenses. Cash assets denominated in Eastern Caribbean dollars are translated to
U.S. dollars at the current exchange rate. The resulting adjustments are changed
or credited directly to the Stockholder's Equity section of the Balance Sheet.
Expenses are translated at the weighted-average exchange rate for the period.
There has been no change in the exchange rate between U.S. and Eastern Caribbean
dollars during the period covered by the financial statements.
(2) RELATED PARTIES
The Company is the general partner of Quadriga Partners. As of May 31,
2002, the Company did not have a capital interest in Quadriga Partners nor is
the Company committed to provide capital contributions, advances or to maintain
an investment in Quadriga Partners. As general partner, the Company is
responsible for the trading and management of Quadriga Partners, and receives a
monthly management fee computed at an annual rate of 2% of the net assets of
Quadriga Partners at the beginning of such quarter. Management fees compensate
the Company for services rendered to and for expenses incurred on behalf of
Quadriga Partners. In addition, the Company receives an incentive fee from
Quadriga Partners in an amount equal to 25% of the excess of net profits over
net losses allocated to the limited partners' capital accounts as of the end of
each fiscal year. For the period from January 1, 2002 to May 31, 2002, the
Company had earned management fees and incentive fees of $24,384. At May 31,
2002, the Company had accrued management fee and incentive fee revenue
receivable of $9,983, which is included in due from affiliated limited
partnership.
The Company utilizes an automated trading system to execute its commodity
trades on behalf of Quadriga Partners. The trading system is owned by Christian
Baha and Christian Halper and is licensed to the Company on a non-exclusive
basis at no cost. For the period ended May 31, 2002, the actual costs of
acquiring and operating the automated trading system which would have been
allocated to the Company, based upon assets managed, were immaterial. Such costs
may be allocated in future periods and would be recorded as an expense, with an
offsetting credit to additional paid-in capital.
The Company executes its trades through Quadriga Asset Management, Inc.
(QAM), an introducing broker located in Chicago, IL. The sole stockholder of the
Company is also a majority shareholder of QAM. Brokerage costs are recognized in
the account for which the Company is trading. No brokerage costs are incurred
directly by the Company.
(3) LEASE
The future minimum lease payments under the noncancelable office rental
lease as of May 31, 2002 are:
<Table>
<Caption>
YEAR ENDING DECEMBER 31, MINIMUM PAYMENTS
- ------------------------ ----------------
2002........................................................ 8,955
2003........................................................ 8,955
2004........................................................ 5,970
------
23,880
------
</Table>
F-22
PART TWO -- STATEMENT OF ADDITIONAL INFORMATION
QUADRIGA SUPERFUND, L.P.
$200,000,000 UNITS OF BENEFICIAL INTEREST
SERIES A
SERIES B
---------------------
THIS IS A SPECULATIVE, LEVERAGED INVESTMENT WHICH INVOLVES THE RISK OF
LOSS. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. SEE "THE
RISKS YOU FACE" BEGINNING AT PAGE 6 IN PART ONE
---------------------
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
---------------------
QUADRIGA CAPITAL MANAGEMENT, INC. GENERAL PARTNER
---------------------
33
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Strategy.................................................... 35
Why Quadriga................................................ 44
Glossary.................................................... 44
The Futures and Forward Markets............................. 45
Regulation.................................................. 46
Advantages of Futures Fund Investments...................... 47
EXHIBITS
Exhibit A: Quadriga Superfund, L.P. Form of Limited
Partnership Agreement..................................... A-1
Exhibit B: Request for Redemption........................... B-1
Exhibit C: Subscription Requirements........................ C-1
Exhibit D: Subscription Instructions........................ D-1
</Table>
34
STRATEGY
MARKET DIVERSIFICATION
Quadriga Capital Management, Inc. and its affiliates (collectively,
"Quadriga") use a proprietary system designed to ensure minimal correlation to
traditional investments. The spectrum of traded instruments globally consists of
100 futures markets in both commodity and financial futures. Fundamental to
Quadriga's trading style is low correlation between the different instruments
and high liquidity for order execution.
[PIE GRAPH]
TECHNICAL TRADING SYSTEM
Quadriga's trading system makes use of an array of different factors to
find the statistically "lowest risk" entry points to establish positions.
Combining proprietary technical indicators with pattern recognition and
statistical analysis, Quadriga's unique approach is able to filter the
statistically highest quality signals.
35
TREND FOLLOWING
At present, Quadriga's trading strategy is based on short and midterm time
horizons. One key to Quadriga's past success is to limit drawdowns by daily
maintenance of stop orders. In this way, if a trend reverses Quadriga's loss is
theoretically limited, while if a trend continues Quadriga's profits are
theoretically protected. By this measure, Quadriga seeks to optimize winning
trades.
[TREND FOLLOWING GRAPH]
MONEY MANAGEMENT
Risk management plays a key role in Quadriga's investment strategy.
Quadriga's proprietary program limits initial risk per trade to a theoretical
maximum of 1.5 percent of total funds assets. In addition, the system
continuously screens volatility and adjusts portfolio exposure accordingly.
36
PERFORMANCE QAG (COMPARABLE TO THE INTENDED TRADING PROGRAM FOR "SUPERFUND, L.P.
SERIES A")*
QAG is Quadriga's flagship product and was introduced to the retail
investor in Europe on March 8th, 1996. The targeted annualized performance of
this strategy is 30 percent with an annualized standard deviation (measurement
of risk) of 20 percent.
This chart was prepared by Quadriga Capital Management, Inc. See the
glossary on page 10 of Part Two for information integral to this client.
[PERFORMANCE QAG GRAPH]
Past performance is not necessarily indicative of future results.
37
PERFORMANCE Q-GCT (COMPARABLE TO THE INTENDED TRADING PROGRAM FOR "SUPERFUND,
L.P. SERIES B")*
Q-GCT is the more aggressive fund strategy and was introduced on January
4th, 2000 to investors. The targeted annualized performance of this strategy is
between 40-50 percent with an annualized standard deviation (measurement of
risk) of max. 30 percent.
This chart was prepared by Quadriga Capital Management, Inc. See the
glossary on page 10 of Part Two for information integral to this chart.
[PERFORMANCE Q-GCT GRAPH]
Past performance is not necessarily indicative of future results.
38
CORRELATION COMPARISON
One of the key tenets of Modern Portfolio Theory, as developed by the Nobel
Prize economist Dr. Harry M. Markowitz, is that more efficient investment
portfolios can be created by diversifying among asset categories with low to
negative correlations.
[CORRELATION COMPARISON GRAPH]
COMMENTS
Over the past five years, Quadriga AG (QAG) did not only outperform the
major indices, but also had either no or even negative correlations. This
attribute will allow the investor to potentially significantly reduce the risk
in their portfolio.
Past performance is not necessarily indicative of future results. The
forgoing performance results are shown net of all fees.
- ---------------
* "Quadriga Superfund, L.P. -- Series A" is expected to employ a very similar
strategy to Quadriga AG; however, it will be traded at a higher level of risk
because of higher fees.
39
CORRELATION COMPARISON
[CORRELATION COMPARISON GRAPH]
COMMENTS
Over the past two years, Quadriga GCT (Q-GCT) did not only outperform the
major indices but also had negative correlations. This feature makes it
potentially an ideal form of insurance against downtrends in indices.
Past performance is not necessarily indicative of future results. The
forgoing performance results are shown net of all fees.
* "Quadriga Superfund, L.P. -- Series B" is expected to employ a very similar
strategy to Quadriga GCT; however, it will be traded at a higher level of
risk because of higher fees.
40
PORTFOLIO EFFICIENCY
While alternative investments can decrease portfolio risk via non- or
negative correlation, they can also simultaneously enhance overall portfolio
performance and therefore improve overall investment quality.
[PORTFOLIO EFFICIENCY GRAPH]
DIVERSIFICATION EFFECT
The chart above shows the effect of allocating increasing percentages of
the Quadriga AG Fund into a portfolio consisting of the S&P 500 and MSCI World
Indices. Beginning with a 5 percent allocation of Quadriga AG Fund into a
portfolio and increasing increments of 5 percent, the chart shows hypothetical
returns to standard deviation (a measure of risk). As the allocation of Quadriga
AG Fund increased to 20 percent, the performance of the portfolio increased and
the standard deviation, or volatility, decreased. Therefore, the optimal
percentage allocation to such a hypothetical portfolio would be approximately 20
percent.
Past performance is not necessarily indicative of future results. The
forgoing performance results are shown net of all fees.
* "Quadriga Superfund, L.P. -- Series A" is expected to employ a very similar
strategy to Quadriga AG; however, it will be traded at a higher level of
risk because of higher fees.
41
PORTFOLIO EFFICIENCY
The achievement of improved investment quality is substantiated by an
extensive bank of academic research, beginning with the landmark study of Dr.
John Lintner of Harvard University. He wrote that "the combined portfolios of
stocks, after including judicious investments . . . in leveraged managed futures
accounts show substantially less risk at every possible level of expected return
than portfolios of stocks alone."
[PORTFOLIO EFFICIENCY GRAPH]
DIVERSIFICATION EFFECT
The chart above shows the effect of allocating increasing percentages of
the Quadriga GCT Fund into a portfolio consisting of the S&P 500 and MSCI World
Indices. Beginning with a 5 percent allocation of Quadriga GCT Fund into a
portfolio and increasing by 5 percent increments, the chart shows hypothetical
returns to standard deviation (a measure of risk). The allocation of 10 to 12
percent of the Quadriga GCT Fund would theoretically result in the lowest risk
to reward.
Past performance is not necessarily indicative of future results. The
forgoing performance results are shown net of all fees.
* "Quadriga Superfund, L.P. -- Series B" is expected to employ a very similar
strategy to Quadriga GCT; however, it will be traded at a higher level of
risk because of higher fees.
42
CHANGING INVESTMENT WORLD
[CHANGING INVESTMENT WORLD GRAPH]
COMMENTS
The table above captures the performance for various indices or asset
categories on an annualized basis. It also illustrates that performance can vary
significantly over a period of time. While there is no guarantee of continued
performance in one index or fund, the combination of various asset classes in a
portfolio can potentially achieve greater returns and lower risk. The Quadriga
Superfund Limited Partnership is intended as a medium- to long-term investment.
Past performance is not necessarily indicative of future results. The
forgoing performance results are shown net of all fees.
43
WHY QUADRIGA
WHY A MANAGED FUTURES FUND?
Managed futures investments are intended to generate long-term capital
growth by providing global portfolio diversification. This diversification can
be utilized by investing in the Partnership. A primary reason to invest in a
managed futures (alternative investment) product, such as the Partnership, is to
provide a fully diversified portfolio of investments that has the potential to
improve returns while protecting against risk. This is possible because managed
futures (alternative investment) products historically have not been correlated
to traditional markets, such as stocks and bonds.
WHY QUADRIGA SUPERFUND?
Quadriga has a proven track record of performance for the past six years.
The funds trade more than 100 futures markets and 1200 equities markets
worldwide using a proprietary trading system designed and developed by its
founders. Quadriga's funds have consistently produced double-digit returns, even
during down markets, due to diversified trades and the ability to spot trends,
while insuring strict risk controls are always in place.
WHY NOW?
The recent fluctuation in world markets has proven that long-only equity
portfolios cannot make money during downward cycles. For continued portfolio
performance, a fund that hedges its trades is the only way to limit losses and
insure gains in any economic environment.
HISTORICAL NON CORRELATED PERFORMANCE
Historically, managed futures investments have had very little correlation
to the stock and bond markets. While there is no guarantee of positive
performance in a managed futures component of a portfolio, the non-correlation
characteristic of managed futures can improve risk adjusted returns in a
diversified investment portfolio. Having the ability to go long and short gives
managed futures the ability to profit from up or down markets. In other words,
profit or loss in managed future funds is not dependent on economic cycles.
GLOSSARY
QUADRIGA SUPERFUND LIMITED PARTNERSHIP
The Partnership has two series of units, Series A and Series B. Series A
has a strategy similar to the Quadriga AG Fund, which has a Global Macro trading
strategy and a six year track record. Series B has a strategy similar to the
Quadriga GCT fund, which employs more leverage than the AG Fund, and has a
Managed Futures trading strategy.
QUADRIGA AG
QAG is the group's flagship product and was introduced to the retail
investor in Europe on March 8th, 1996. This product is not available for US
investors.
QUADRIGA GCT
Q-GCT is the more aggressive fund strategy and was introduced on January
4th, 2000 to investors. This product is not available for US investors.
MAR FUND/POOL QUALIFIED UNIVERSE INDEX
A dollar weighted index that includes the performance of current, as well
as, retired public futures funds, private pools and offshore funds that have the
objective of speculative trading profits. The MAR Index is utilized as a broad
measure of overall managed futures returns, as compared to other indices that
measure the
44
overall returns of stocks and bonds as separate asset classes. The MAR Index is
not the same as an investment in the Fund, and the Fund may perform quite
differently than the Index, just as an individual stock may perform quite
differently from the S&P 500 Index.
MSCI WORLD INDEX
The MSCI World Index consists of more than 1,500 stocks in 23 countries
globally and represents approximately 85 percent of the total market
capitalization in those countries.
NASDAQ COMPOSITE INDEX
The National Association of Securities Dealers Automated Quotation is an
electronic-over the counter exchange. Unlike the NYSE auction market where
orders meet on a trading floor, NASDAQ orders are paired and executed on a
computer network.
STANDARD & POOR'S 500 COMPOSITE STOCK INDEX (S&P 500 INDEX)
A capitalization weighted index of 500 stocks. The Standard and Poor 500
Index represents the price trend movements of the major common stock of U.S.
public companies. It is used to measure the performance of the entire U.S.
domestic stock market.
LEHMAN BROTHERS GOVERNMENT BOND INDEX
Composed of bonds that are investment grade (as rated by Moody's or
Standard & Poor's). Issues must have at least one year to maturity. Total return
comprises price appreciation/depreciation and income as a percentage of the
original investment. Indexes are rebalanced monthly by market capitalization.
THE FUTURES AND FORWARD MARKETS
FUTURES CONTRACTS
Futures contracts are standardized agreements traded on commodity exchanges
that call for the future delivery of the commodity or financial instrument at a
specified time and place. A futures trader that enters into a contract to take
delivery of the underlying commodity is "long" the contract, or has "bought" the
contract. A trader that is obligated to make delivery is "short" the contract or
has "sold" the contract. Actual delivery on the contract rarely occurs. Futures
traders usually offset (liquidate) their contract obligations by entering into
equal but offsetting futures positions. For example, a trader who is long one
September Treasury bond contract on the Chicago Board of Trade can offset the
obligation by entering into a short position in a September Treasury bond
contract on that exchange. Futures positions that have not yet been liquidated
are known as "open" contracts or positions. Futures contracts are traded on a
wide variety of commodities, including agricultural products, metals, livestock
products, government securities, currencies and stock market indices. Options on
futures contracts are also traded on U.S. commodity exchanges. Each Series
concentrates its futures trading in the U.S. and international futures and
equity markets.
FORWARD CONTRACTS
Currencies and other commodities may be purchased or sold for future
delivery or cash settlement through banks or dealers pursuant to forward or swap
contracts. Currencies also can be traded pursuant to futures contracts on
organized futures exchanges; however, QCM will use the dealer market in foreign
exchange contracts for most of each Series' trading in currencies. Such dealers
will act as "principals" in these transactions and will include their profit in
the price quoted on the contracts. Unlike futures contracts, foreign exchange
contracts are not standardized. In addition, the forward market is largely
unregulated. Forward contracts are not "cleared" or guaranteed by a third party.
Thus, each Series is subject to the creditworthiness of the foreign exchange
dealer with whom it maintains all assets and positions relating to each Series'
forward
45
contract investments. There also is no daily settlement of unrealized gains or
losses on open foreign exchange contracts as there is with futures contracts on
U.S. exchanges.
SWAP TRANSACTIONS
Each Series may periodically enter into transactions in the forward or
other markets which could be characterized as swap transactions and which may
involve interest rates, currencies, securities interests, commodities and other
items. A swap transaction is an individually negotiated, non-standardized
agreement between two parties to exchange cash flows measured by different
interest rates, exchange rates, or prices, with payments calculated by reference
to a principal ("notional") amount or quantity. Transactions in these markets
present certain risks similar to those in the futures, forward and options
markets: (1) the swap markets are generally not regulated by any United States
or foreign governmental authorities; (2) there are generally no limitations on
daily price moves in swap transactions; (3) speculative position limits are not
applicable to swap transactions, although the counterparties with which each
Series may deal may limit the size or duration of positions available as a
consequence of credit considerations; (4) participants in the swap markets are
not required to make continuous markets in swaps contracts; and (5) the swap
markets are "principal markets," in which performance with respect to a swap
contract is the responsibility only of the counterparty with which the trader
has entered into a contract (or its guarantor, if any), and not of any exchange
or clearinghouse. As a result, each Series will be subject to the risk of the
inability of or refusal to perform with respect to such contracts on the part of
the counterparties with which each Series trades. The CFTC has adopted Part 35
to its Rules which provides non-exclusive safe harbor treatment from regulations
under the Commodity Exchange Act as amended for swap transactions which meet
certain specified criteria, over which the CFTC will not exercise its
jurisdiction and regulate as futures or commodity option transactions.
Notwithstanding the CFTC's position, the CFTC or a court could conclude in the
future that certain swap transactions entered into by each Series constitute
unauthorized futures or commodity option contracts subject to the CFTC's
jurisdiction or attempt to prohibit each Series from engaging in such
transactions. If each Series were restricted in its ability to trade in the swap
markets, the activities of QCM, to the extent that it trades in such markets on
behalf of each Series, might be materially affected.
REGULATION
The U.S. futures markets are regulated under the Commodity Exchange Act,
which is administered by the CFTC, a federal agency created in 1974. The CFTC
licenses and regulates commodity exchanges, commodity pool operators, commodity
trading advisors and clearing firms which are referred to in the futures
industry as "futures commission merchants." QCM is licensed by the CFTC as a
commodity pool operator. Futures professionals are also regulated by the NFA, a
self-regulatory organization for the futures industry that supervises the
dealings between futures professionals and their customers. If the pertinent
CFTC licenses or NFA memberships were to lapse, be suspended or be revoked, QCM
would be unable to act as each Series' commodity pool operator and commodity
trading advisor. The CFTC has adopted disclosure, reporting and recordkeeping
requirements for commodity pool operators and disclosure and recordkeeping
requirements for commodity trading advisors. The reporting rules require pool
operators to furnish to the participants in their pools a monthly statement of
account, showing the pool's income or loss and change in net asset value, and an
annual financial report, audited by an independent certified public accountant.
The CFTC and the exchanges have pervasive powers over the futures markets,
including the emergency power to suspend trading and order trading for
liquidation of existing positions only. The exercise of such powers could
adversely affect each Series' trading. The CFTC does not regulate forward
contracts. Federal and state banking authorities also do not regulate forward
trading or forward dealers. Trading in foreign currency futures contracts may be
less liquid and each Series' trading results may be adversely affected.
MARGIN
In order to establish and maintain a futures position, a trader must make a
type of good-faith deposit with its broker, known as "margin," of approximately
2%-10% of contract value. Minimum margins are established for each futures
contract by the exchange on which the contract is traded. The exchanges alter
their margin
46
requirements from time to time, sometimes significantly. For their protection,
clearing brokers may require higher margins from their customers than the
exchange minimums. Margin also is deposited in connection with forward contracts
but is not required by any applicable regulation. There are two types of margin.
"Initial" margin is the amount a trader is required to deposit with its broker
to open a futures position. The other type of margin is "maintenance" margin.
When the contract value of a trader's futures position falls below a certain
percentage, typically about 75%, of its value when the trader established the
position, the trader is required to deposit additional margin in an amount equal
to the loss in value.
ADVANTAGES OF FUTURES FUND INVESTMENTS
Both the futures and forward markets and funds investing in those markets
offer many structural advantages that make managed futures an efficient way to
participate in global markets.
PROFIT POTENTIAL
Futures, forwards and options contracts can easily be leveraged, which
magnifies the potential profit and loss. As a result of this leveraging, even a
small movement in the price of a contract can cause major losses.
100% INTEREST CREDIT
Unlike some alternative investment funds, each Series does not borrow money
in order to obtain leverage, so each Series does not incur any interest expense.
Rather, each Series' margin deposits are maintained in cash equivalents, such as
U.S. Treasury bills, and interest is earned on 100% of each Series' available
assets, which include unrealized profits credited to each Series' accounts.
GLOBAL DIVERSIFICATION WITHIN A SINGLE INVESTMENT
Futures and related contracts can be traded in many countries, which makes
it possible to diversify risk around the globe. This diversification is
available both geographically and across market sectors. For example, an
investor can trade interest rates, stock indices and currencies in several
countries around the world, as well as energy and metals. While each Series
itself trades across a diverse selection of global markets, an investment in
each Series is not a substitute for overall portfolio diversification.
ABILITY TO PROFIT OR LOSE IN A RISING OR FALLING MARKET ENVIRONMENT
Each Series can establish short positions and thereby profit from declining
markets as easily as it can establish long positions. This potential to make
money, whether markets are rising or falling around the globe, makes managed
futures particularly attractive to sophisticated investors. Of course, if
markets go higher while an investor has a short position, he will lose money
until the short position is exited.
PROFESSIONAL TRADING
QCM's approach includes the following elements:
- Disciplined Money Management. QCM generally allocates between 0.6% to
0.8% of portfolio equity to any single market position with a maximum
risk of 1% to 1.5% from initial risk. However, no guarantee is provided
that losses will be limited to these percentages.
- Balanced Risk. QCM will allocate each Series' capital to more than 100
markets around the world 24 hours a day. Among the factors considered for
determining the portfolio mix are market volatility, liquidity and
trending characteristics.
- Capital Management. When proprietary risk/reward indicators reach
predetermined levels, QCM may increase or decrease commitments in certain
markets in an attempt to reduce performance volatility.
47
- Multiple Systems. While QCM's approach is to find emerging trends and
follow them to conclusion, no one system is right all of the time. QCM
utilizes a multi-system strategy on behalf of each Series that divides
capital among different trading systems in an attempt to reduce
performance volatility.
CONVENIENCE
Through each Series, investors can participate in global markets and
opportunities without needing to master complex trading strategies and monitor
multiple international markets.
LIQUIDITY
In most cases the underlying markets have sufficient liquidity. Some
markets trade 24 hours on business days. While there can be cases where there
may be no buyer or seller for a particular market, each Series tries to select
markets for investment based upon, among other things, their perceived
liquidity. Exchanges impose limits on the amount that a futures price can move
in one day. Situations in which markets have moved the limit for several days in
a row have not been common, but do occur. See "The Risks You Face -- Illiquidity
of Your Investment." Also, investors may redeem all or a portion of their units
on a monthly basis. See "Distributions and Redemptions."
LIMITED LIABILITY
Investors' liability is limited to the amount of their investment in each
Series. Investors will not be required to contribute additional capital to each
Series.
POTENTIAL DISADVANTAGES OF FUTURES FUND INVESTMENTS
Some potential disadvantages of investing in futures and forward markets
and funds investing in those markets include the following:
LACK OF DIVERSIFICATION
Because a single advisor fund does not allocate its assets among a group of
advisors, such fund is less likely to achieve the potential benefits derived
from diversification in trading strategies and markets associated with a
multi-advisor fund or available to an investor that makes its own allocation
decisions.
SELECTION OF BROKERS AND CLEARING FIRM
The manager of a futures fund typically selects the brokers and clearing
firm or firms whose services the fund will utilize and investors in the fund are
not consulted in such decision. As a result, investors are not able to evaluate
competing brokers and clearing firms and select those they feel most
satisfactorily suits their requirements.
POTENTIALLY HIGHER FEES
A futures fund typically incurs various fees and expenses not associated
with separate managed accounts. Organization and offering expenses and selling
expenses are not generally incurred in managed accounts. As a result, investors
in such funds must realize a greater gross return from the fund in order to net
the same effective return after allowing for such expenses.
LACK OF TRANSPARENCY
Clearing brokers produce daily and monthly statements for accounts they
carry. Such information is not directly available to investors in a futures fund
and, consequently, such investors do not have access to the same degree of
information regarding trading activity that holders of separately managed
accounts do.
48
EXHIBIT A
QUADRIGA SUPERFUND, L.P.
FORM OF LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement (the "Agreement") is made as of August
5, 2002, by and among Quadriga Capital Management, Inc., a Grenada corporation
(the "General Partner") and each other party who becomes a party to this Limited
Partnership Agreement as an owner of a unit ("Unit") of beneficial interest in a
series ("Series") created hereunder and who is shown on the books and records of
such Series as a Limited Partner (individually, a "Limited Partner" and
collectively, the "Limited Partners").
1. Formation; Name. The parties to this Agreement hereby form a limited
partnership under the Delaware Revised Uniform Limited Partnership Act, as
amended and in effect on the date of this Agreement (the "Act"). The name of the
limited partnership is Quadriga Superfund, L.P. (the "Partnership"). The General
Partner will execute and file a Certificate of Limited Partnership of the
Partnership (the "Certificate of Limited Partnership") in the form attached
hereto as Appendix 1 and in accordance with the Act, and will execute, file,
record and publish as appropriate such amendments, assumed name certificates and
other documents as are or become necessary or advisable in connection with the
operation of the Partnership, as determined by the General Partner, and will
take all steps which the General Partner may deem necessary or advisable to
allow the Partnership to conduct business as a limited partnership where the
Partnership conducts business in any jurisdiction, and to otherwise provide that
Limited Partners will have limited liability with respect to the activities of
the Partnership in all such jurisdictions, and to comply with the law of any
jurisdiction. Each Limited Partner hereby undertakes to furnish to the General
Partner a power of attorney and such additional information as the General
Partner may request to complete such documents and to execute and cooperate in
the filing, recording or publishing of such documents as the General Partner
determines appropriate.
2. (a) Units of Limited Partnership. The beneficial interest in the
Partnership shall be divided into an unlimited number of Units. The General
Partner may, from time to time, authorize the division of the Units into one or
more Series as provided in Section 2(b) below. All Units issued hereunder shall
be fully paid and nonassessable. The General Partner in its discretion may, from
time to time, without vote of the Limited Partners, issue Units, in addition to
the then issued and outstanding Units, to such party or parties and for such
amount and type of consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the General Partner may
deem appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Units, the
General Partner may issue fractional Units. The General Partner may from time to
time divide or combine the Units into a greater or lesser number without thereby
changing the proportionate beneficial interests in a particular Series.
Contributions to a Series of the Partnership may be accepted for, and Units of
such Series shall be redeemed as, whole Units and/or 1/1,000 of a Unit or
integral multiples thereof.
(b) Creation of Series. The Partnership shall consist of one or more
separate and distinct Series as contemplated by Section 17-218 of the Act.
The General Partner hereby establishes and designates the following Series:
"Quadriga Superfund, L.P. Series A" ("Series A") and "Quadriga Superfund,
L.P. Series B" ("Series B") (each, a "Series"). Any additional Series
created hereunder shall be established by the adoption of a resolution by
the General Partner and shall be effective upon the date stated therein
(or, if no such date is stated, upon the date of such adoption). The Units
of each Series shall have the relative rights and preferences provided for
herein and such rights as may be designated by the General Partner. The
General Partner shall cause separate and distinct records for each Series
to be maintained and the Partnership shall hold and account for the assets
belonging thereto separately from the other Partnership property and the
assets belonging to any other Series. Each Unit of a Series shall represent
an equal beneficial interest in the net assets belonging to that Series.
Unless the establishing resolution or
A-1
any other resolution adopted pursuant to this Section 2(b) otherwise
provides, Units of each Series established hereunder shall have the
following relative rights and preferences:
(i) Limited Partners of a Series shall have no preemptive or other
right to subscribe to any additional Units in such Series or other
securities issued by the Partnership.
(ii) All consideration received by the Partnership for the issue or
sale of the Units within a Series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived form the
sale, exchange, or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be, shall be held and accounted for separately from the other assets
of the Partnership and of every other Series and may be referred to
herein as "assets belonging to" that Series or the "Series Estate". The
assets belonging to a particular Series shall belong to that Series for
all purposes, and to no other Series, subject only to the rights of
creditors of that Series. In addition, any assets, income, earnings,
profits, or payments and proceeds with respect thereto, which are not
readily identifiable as belonging to any particular Series shall be
allocated by the General Partner between and among one or more of the
Series for all purposes and such assets, income, earnings, profits, or
funds, or payments and proceeds with respect thereto, shall be assets
belonging to that Series.
(iii) A particular Series shall be charged with the liabilities of
that Series, and all expenses, costs, charges and reserves attributable
to any particular Series shall be borne by such Series. Any general
liabilities, expenses, costs, charges or reserves of the Partnership (or
any Series) that are not readily identifiable as chargeable to or
bearable by any particular Series shall be allocated and charged by the
General Partner between or among any one or more of the Series in such
manner as the General Partner in its sole discretion deems fair and
equitable. Each such allocation shall be conclusive and binding upon the
Limited Partners for all purposes. Without limitation of the foregoing
provisions of this subsection, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to
a particular Series shall be enforceable against the assets of such
Series only, and not against the assets of the Partnership generally or
the assets belonging to any other Series. Notice of this contractual
limitation on inter-Series liabilities is set forth in the Certificate
of Limited Partnership attached as Appendix 1 hereto, and upon the
giving of such notice in the Certificate of Limited Partnership, the
statutory provisions of Section 17-218 of the Act relating to
limitations on inter-Series liabilities (and the statutory effect under
Section 17-218 setting forth such notice in the Certificate of Limited
Partnership) shall become applicable to the Partnership and each Series.
(c) Creation of Accounts. For the benefit of the Series A Limited
Partners, the General Partner shall establish and maintain a segregated
account entitled "Quadriga Superfund, L.P. Series A Account" (the "Series A
Account"). For the benefit of the Series B Limited Partners, the General
Partner shall establish and maintain a segregated account entitled
"Quadriga Superfund, L.P. Series B Account" (the "Series B Account"). The
General Partner hereby acknowledges that it has deposited the sum of
$1,000.00 in the Series A Account and that it has deposited the sum of
$1,000.00 in the Series B Account. The sums held in the Series A Account
shall be held for the benefit of the Series A Limited Partners and the sums
held in the Series B Account shall be held for the benefit of Series B
Limited Partners and such accounts shall be segregated and separate records
with respect thereto shall be kept for purposes of Section 17-218 of the
Act. The General Partner shall hold, invest and disburse the funds held in
the accounts at its discretion.
(d) Creation of Additional Accounts. The General Partner is
authorized to establish and maintain one or more separate accounts for each
Series (the "Additional Accounts") with such institutions as the General
Partner shall select for the following purposes:
(i) to receive and deposit subscriptions for such Series; and
(ii) to pay Limited Partners for such Series for redemptions of all
or a portion of their Units.
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The General Partner acknowledges that the funds held in any such
Additional Accounts of a Series will be held for that Series only and that
such Additional Accounts should be segregated from other Additional
Accounts and that separate records shall be maintained with respect to each
Additional Account.
(e) Limited Liability of Limited Partners. Each Unit, when purchased
by a Limited Partner in accordance with the terms of this Agreement, will
be fully paid and nonassessable. No Limited Partner will be liable for the
Partnership's obligations in excess of that Partner's unredeemed capital
contribution, undistributed profits, if any, and any distributions and
amounts received upon redemption of Units. The Partnership will not make a
claim against a Limited Partner with respect to amounts distributed to that
Partner or amounts received by that Partner upon redemption of Units unless
the Net Assets of the Partnership (which will not include any right of
contribution from the General Partner except to the extent previously made
by it under this Agreement) are insufficient to discharge the liabilities
of the Partnership which have arisen before the payment of these amounts.
3. Principal Office. The address of the principal office of each Series
shall be c/o Quadriga Capital Management, Inc., Le Marquis Complex, Unit 5, P.O.
Box 1479, Grand Anse, St. George's, Grenada, West Indies; telephone (473)
439-2418. The General Partner is located at the same address. Registered Agents
Legal Services, LLC shall receive service of process on each Series of the
Partnership in the State of Delaware at 1220 North Market Street, Suite 606,
Wilmington, Delaware 19801.
4. Business. Each Series' business and purpose is to trade, buy, sell,
swap or otherwise acquire, hold or dispose of commodities (including, but not
limited to, foreign currencies, mortgage-backed securities, money market
instruments, financial instruments, and any other securities or items which are
now, or may hereafter be, the subject of futures contract trading), domestic and
foreign commodity futures contracts, commodity forward contracts, foreign
exchange commitments, options on physical commodities and on futures contracts,
spot (cash) commodities and currencies, securities (such as United States
Treasury securities) approved by the Commodity Futures Trading Commission
("CFTC") for investment of customer funds and other securities on a limited
basis, and any rights pertaining thereto and any options thereon, whether traded
on an organized exchange or otherwise, and to engage in all activities
necessary, convenient or incidental thereto. Each Series may also engage in
"hedge," arbitrage and cash trading of any of the foregoing instruments. Each
Series may engage in such business and purpose either directly or through joint
ventures, entities or partnerships, provided that each Series' participation in
any of the foregoing has no adverse economic or liability consequences for the
Limited Partners, which consequences would not be present had each Series
engaged in that same business or purpose directly. The objective of each Series'
business is appreciation of its assets through speculative trading by the
General Partner and independent professional trading advisors ("Advisors")
selected from time to time by the General Partner.
5. Term, Dissolution, Fiscal Year.
(a) Term. The term of Series A and Series B commenced on the day on
which the Certificate of Limited Partnership was filed with the Secretary
of State of the State of Delaware pursuant to the provisions of the Act and
the term of any Series shall end upon the first to occur of the following:
(1) December 31, 2050;
(2) receipt by the General Partner of an approval to dissolve such
Series at a specified time by Limited Partners owning Units representing
more than fifty percent (50%) of the outstanding Units of such Series
then owned by Limited Partners of such Series, notice of which is sent
by certified mail return receipt requested to the General Partner not
less than 90 days prior to the effective date of such dissolution;
(3) withdrawal, insolvency or dissolution of the General Partner or
any other event that causes the General Partner to cease to be the
General Partner of such Series, unless (i) at the time of such event
there is at least one remaining general partner of such Series who
carries on the business of each Series (and each remaining general
partner of such Series is hereby authorized to carry on the business of
general partner of such Series in such an event), or (ii) within 120
days after such event
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Limited Partners of such Series holding a majority of Units of such
Series agree in writing to continue the business of such Series and to
the appointment, effective as of the date of such event, of one or more
general partners of such Series;
(4) a decline in the aggregate Net Assets of such Series to less
than $500,000 at any time following commencement of trading in such
Series;
(5) dissolution of such Series pursuant hereto; or
(6) any other event which shall make it unlawful for the existence
of such Series to be continued or require termination of such Series.
(b) Dissolution. Upon the occurrence of an event causing the
dissolution of such Series, such Series shall be dissolved and its affairs
wound up. Upon dissolution of a Series, the General Partner, or another
person approved by Limited Partners of a majority of the Units of such
Series, shall act as liquidator trustee.
(c) Fiscal Year. The fiscal year of each Series shall begin on
January 1 of each year and end on the following December 31.
(d) Net Asset Value; Net Asset Value per Unit. The "Net Assets" of
each Series are such Series' assets less such Series' liabilities
determined in accordance with accounting principles generally accepted in
the United States. If a contract cannot be liquidated on the day with
respect to which Net Assets are being determined, the settlement price on
the first subsequent day on which the contract can be liquidated shall be
the basis for determining the liquidating value of such contract for such
day, or such other value as the General Partner may deem fair and
reasonable. The liquidating value of a commodity futures or option contract
not traded on a commodity exchange shall mean its liquidating value as
determined by the General Partner on a basis consistently applied for each
different variety of contract. Accrued Performance Fees (as described in
the Prospectus defined in Section 9 hereof) shall reduce Net Asset Value,
even though such Performance Fees may never, in fact, be paid. The "Net
Asset Value per Unit" of a Series is the Net Assets of such Series divided
by the number of Units outstanding within such Series as of the date of
determination. Each Series may issue an unlimited number of Units at the
Net Asset Value per Unit.
6. Net Worth of the General Partner. The General Partner agrees that at
all times so long as it remains general partner of a Series, it will maintain
its net worth at an amount not less than 5% of the total contributions to the
Partnership by all Partners and to any other limited partnership for which it
acts as a general partner by all partners; provided, however, that in no event
may the General Partner's net worth be less than $50,000 nor will it be required
to be more than $1,000,000. The requirements of the preceding sentence may be
modified if the General Partner obtains an opinion of counsel for each Series
that a proposed modification will not adversely affect the treatment of such
Series as a partnership for federal income tax purposes and if such modification
will reflect or exceed applicable state securities and Blue Sky laws limitations
and qualify under any guidelines or statements of policy promulgated by any body
or agency constituted by the various state securities administrators having
jurisdiction in the premises.
7. Capital Contributions; Units. The Limited Partners' respective capital
contributions to each Series shall be as shown on the books and records of the
applicable Series. The General Partner, so long as it is general partner of a
Series and so long as it is required to characterize such Series as a
partnership for federal income tax purposes, shall invest in such Series,
sufficient capital so that the General Partner will have at all times a capital
account equal to 1% of the total capital accounts of such Series (including the
General Partner's). The General Partner may withdraw any interest it may have in
such Series in excess of such requirement, and may redeem as of any month-end
any interest which it may acquire on the same terms as any Limited Partner of
such Series, provided that it must maintain the minimum interest in such Series
described in the preceding sentence. The requirements of this Section 7 may be
modified if the General Partner obtains an opinion of counsel for such Series
that a proposed modification will not adversely affect the classification of
such Series as a partnership for federal income tax purposes and if such
modification will reflect or exceed applicable state securities and Blue Sky
laws limitations and qualify under any guidelines or
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statements of policy promulgated by any body or agency constituted by the
various state securities administrators having jurisdiction in the premises. The
General Partner may, without the consent of any Limited Partners of a Series,
admit to such Series purchasers of Units as Limited Partners of each Series. All
Units subscribed for in a Series upon receipt of a check or draft of the Limited
Partner are issued subject to the collection of the funds represented by such
check or draft. In the event a check or draft of a Limited Partner for Units
representing payment for Units in a Series is returned unpaid, such Series shall
cancel the Units issued to such Limited Partner represented by such returned
check or draft. Any losses or profits sustained by a Series in connection with
such Series' commodity trading allocable to such cancelled Units of such Series
shall be deemed an increase or decrease in Net Assets of such Series and
allocated among the remaining Limited Partners within such Series as described
in Section 8. Each Series may require a Limited Partner to reimburse such Series
for any expense or loss (including any trading loss) incurred in connection with
the issuance and cancellation of any Units issued to him or her. Any Units
acquired by the General Partner or any of its affiliates will be non-voting, and
will not be considered "outstanding" for purposes of determining whether the
majority approval of the outstanding Units of a Series has been obtained. Each
Limited Partner of a Unit in a Series shall be deemed a beneficial owner of such
Series within the meaning of the Act.
8. Allocation of Profits and Losses.
(a) Capital Accounts and Allocations. A capital account will be
established for each Partner. The initial balance of each Partner's capital
account will be the amount of a Partner's initial capital contribution to a
Series less, in the case of a Limited Partner, the amount of offering expenses
and selling commissions initially allocable to the Limited Partner's Units, if
any. As of the close of business (as determined by the General Partner) on the
last day of each calendar month ("Determination Date") during each fiscal year
of a Series, the following determinations and allocations will be made
subsequently with respect to each Series:
(i) Net Assets will be determined.
(ii) Accrued monthly management, organization and offering, and
operating fees will then be charged against Net Assets.
(iii) Accrued monthly performance fees, if any, will then be charged
against Net Assets.
(iv) Any increase or decrease in Net Assets (after the adjustments in
subparagraphs (ii) and (iii) above), over those of the immediately
preceding Determination Date (or, in the case of the first Determination
Date, the first closing of the sale of Units to the public), will then be
credited or charged to the capital account of each Partner in the ratio
that the balance of each account bears to the balance of all accounts.
(v) Any accrued interest will be credited to the capital account of
each Partner on a pro rata basis.
(vi) The amount of any distribution to a Partner, any amount paid to a
Partner on redemption of Units and any redemption fee paid to the General
Partner upon the redemption of Units will be charged to that Partner's
capital account.
(b) Allocation of Profit and Loss for Federal Income Tax Purposes. As of
the end of each fiscal year of a Series, the Partnership's realized profit or
loss attributable to that Series will be allocated among the Partners under the
following subparagraphs for federal income tax purposes. These allocations of
profit and loss will be pro rata from net capital gain or loss and net operating
income or loss realized by such Series. For United States federal income tax
purposes, a distinction will be made between net short-term gain or loss and net
long-term gain or loss.
(i) Items of ordinary income (such as interest or credits in lieu of
interest) and expense (such as the management fees, performance fees,
brokerage fees and extraordinary expenses) will be allocated pro rata among
the Partners based on their capital accounts (exclusive of these items of
ordinary income or expense) as of the end of each month in which the items
of ordinary income or expense accrued.
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(ii) Net realized capital gain or loss from the Series' trading
activities will be allocated as follows:
(A) For the purpose of allocating the Series' net realized capital
gain or loss among the Partners, the General Partner will establish an
allocation account with respect to each outstanding Unit. The initial
balance of each allocation account will be the amount paid by the
Partner for the Unit. Allocation accounts will be adjusted as of the end
of each fiscal year and as of the date a Partner completely redeems his
Units as follows:
(1) Each allocation account will be increased by the amount of
income allocated to the holder of the Unit under subparagraph (b)(i)
above and subparagraph (b)(ii)(C) below.
(2) Each allocation account will be decreased by the amount of
expense or loss allocated to the holder of the Unit under
subparagraph (b)(i) above and subparagraph (b)(ii)(E) below and by
the amount of any distribution the holder of the Unit has received
with respect to the Unit (other than on redemption of the Unit).
(3) When a Unit is redeemed, the allocation account with respect
to that Unit will be eliminated.
(B) Net realized capital gain will be allocated first to each
Partner who has partially redeemed his Units during the fiscal year up
to the excess, if any, of the amount received upon redemption of the
Units over the allocation account attributable to the redeemed Units.
(C) Net realized capital gain remaining after the allocation of
that capital gain under subparagraph (b)(ii)(B) above will be allocated
next among all Partners whose capital accounts are in excess of their
Units' allocation accounts (after the adjustments in subparagraph
(b)(ii)(B) above) in the ratio that each such Partner's excess bears to
all such Partners' excesses. If gain to be allocated under this
subparagraph (b)(ii)(C) is greater than the excess of all such Partners'
capital accounts over all such allocation accounts, the excess will be
allocated among all Partners in the ratio that each Partner's capital
account bears to all Partners' capital accounts.
(D) Net realized capital loss will be allocated first to each
Partner who has partially redeemed his Units during the fiscal year up
to the excess, if any, of the allocation account attributable to the
redeemed Units over the amount received upon redemption of the Units.
(E) Net realized capital loss remaining after the allocation of
such capital loss under subparagraph (b)(ii)(D) above will be allocated
next among all Partners whose Units' allocation accounts are in excess
of their capital accounts (after the adjustments in subparagraph
(b)(ii)(D) above) in the ratio that each such Partner's excess bears to
all such Partners' excesses. If loss to be allocated under this
subparagraph (b)(ii)(E) is greater than the excess of all of these
allocation accounts over all such Partners' capital accounts, the excess
loss will be allocated among all Partners in the ratio that each
Partner's capital account bears to all Partners' capital accounts.
(iii) The tax allocations prescribed by this Section 8(b) will be made
to each holder of a Unit whether or not the holder is a substituted Limited
Partner. If a Unit has been transferred or assigned, the allocations
prescribed by this Section 8(b) will be made with respect to such Unit
without regard to the transfer or assignment, except that in the year of
transfer or assignment the allocations prescribed by this Section 8(b) will
be divided between the transferor or assignor and the transferee or
assignee based on the number of months each held the transferred or
assigned Unit. For purposes of this Section 8(b), tax allocations will be
made to the General Partner's Units of General Partnership Interest in a
Series on a Unit-equivalent basis.
(iv) The allocation of profit and loss for federal income tax purposes
set forth in this Agreement is intended to allocate taxable profits and
loss among Partners in a Series generally in the ratio and to the extent
that net profit and net loss are allocated to the Partners under Section
8(a) of this Agreement so as to eliminate, to the extent possible, any
disparity between a Partner's capital account and his allocation account
with respect to each Unit then outstanding, consistent with the principles
set forth in Section 704(c)(2) of the Internal Revenue Code of 1986, as
amended (the "Code").
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(c) Performance Fees. Performance Fees shall be payable by a Series to the
General Partner as of the end of each month and upon redemption of Units within
such Series. Performance Fees shall equal a percentage, as specified in the
current prospectus in respect of the Units of a Series of New Appreciation (if
any) calculated as of the end of each month and upon redemption of Units within
such Series. "New Appreciation" shall be the total increase, if any, in Net
Asset Value of a series from the end of the last period for which a performance
fee was earned by the Managing Partner, net of all fees and expenses paid or
accrued by such Series other than the Performance Fee itself and after
subtraction of all interest income received by such Series. Performance Fees
shall be paid by each Series as a whole, irrespective of whether the Net Asset
Value of such Series has declined below the purchase price of a Unit of such
Series. Accrued Performance Fees payable by a Series shall reduce the redemption
price of Units of such Series and shall be paid to the General Partner by such
Series upon redemptions within such Series. The amount (if any) of the accrued
Performance Fee that shall be paid to the General Partner upon the redemption of
any Unit within a Series shall be determined by dividing the total Performance
Fee as of such redemption date payable by such Series by the number of Units
within such Series then outstanding (including Units within such Series redeemed
as of such date); the remainder of the accrued Performance Fee payable by such
Series shall be paid to the General Partner on the last day of each month. In
the event assets are withdrawn from a Limited Partner's account or a Series as a
whole (other than to pay expenses), any loss carry forward shall be
proportionally reduced for purposes of calculating subsequent Performance Fees.
Loss carry forward reductions shall not be restored as a result of subsequent
additions of capital. The General Partner may adjust the allocations set forth
in this Section 8(c), in the General Partner's discretion, if the General
Partner believes that doing so will achieve more equitable allocations or
allocations more consistent with the Code.
(d) Expenses.
(1) The General Partner shall advance the organization and offering
expenses of the initial and continuous offerings of the Units of each
Series, and no such expenses shall be deducted from the proceeds of the
offering. The General Partner shall be reimbursed such amounts advanced on
behalf of a Series by such Series via payments equal to 1/12 of 1% per
month (1% per annum) of such Series' month-end Net Asset Value. The General
Partner shall have discretion to adopt reasonable procedures to implement
the authorization of such expenses, including grouping expenses related to
the same offering period and expensing de minimus amounts as they are
incurred. In the event a Series terminates prior to completion of its
reimbursement of advanced expenses, the General Partner will not be
entitled to receive additional reimbursement from such Series and such
Series will have no obligation to make further reimbursement payments to
the General Partner. For purposes of this Agreement, organization and
offering expenses shall mean all costs paid or incurred by the General
Partner or a Series in organizing such Series and offering the Units of
such Series, including legal and accounting fees incurred, bank account
charges, all Blue Sky filing fees, filing fees payable upon formation and
activation of such Series, and expenses of preparing, printing and
distributing the prospectus and registration statement, but in no event
shall exceed limits set forth in Section 9 herein or guidelines imposed by
appropriate regulatory bodies.
(2) Each Series shall be obligated to pay all liabilities incurred by
such Series, including without limitation, (i) brokerage fees; (ii)
operating expenses (whether direct or indirect) in an amount equal to 1/12
of 0.15% of such Series' month-end Net Asset Value (0.15% per annum),
management fees equal to 1/12 of 1.85% of such Series' month-end Net Asset
Value (1.85% per annum), and performance fees; (iii) monthly selling
commissions of 1/12 of 4% (4% per annum); (iv) legal and accounting fees;
and (v) taxes and other extraordinary expenses incurred by such Series.
During any year of operations, the General Partner shall be responsible for
payment of operating expenses of a Series in excess of 0.15% of such
Series' month-end Net Asset Value during that year. Indirect expenses of
the General Partner, such as indirect salaries, rent and other overhead
expenses, shall not be liabilities of a Series. Each Series shall receive
all interest earned on its assets.
(3) Compensation to any party, including the General Partner (or any
Advisor which may be retained in the future), shall not exceed the
limitations, if any, imposed by the North American
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Securities Administrators Association ("NASAA") currently in effect. In the
event the compensation exceeds such limitations, the General Partner shall
promptly reimburse each Series for such excess.
(4) Each Series shall also be obligated to pay any costs of
indemnification payable by such Series to the extent permitted under
Section 17 of this Agreement.
(e) Limited Liability of Limited Partners. Each Unit, when purchased in
accordance with this Agreement, shall, except as otherwise provided by law, be
fully paid and nonassessable. Any provisions of this Agreement to the contrary
notwithstanding, except as otherwise provided by law, no Limited Partner of a
Series shall be liable for such Series' obligations in excess of the capital
contributed by such Limited Partner, plus his share of undistributed profits and
assets of such Series. Each Limited Partner will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit.
(f) Return of Capital Contributions. No Limited Partner or subsequent
assignee shall have any right to demand the return of his capital contribution
or any profits added thereto, except through redeeming Units or upon dissolution
of each Series, in each case as provided herein and in accordance with the Act.
In no event shall a Limited Partner or subsequent assignee be entitled to demand
or receive property other than cash.
9. Management of each Series and the Limited Partnership. The General
Partner, to the exclusion of all Limited Partners, shall have the power to
control, conduct and manage the business of each Series and the Partnership. The
General Partner shall have full power and authority to do any and all acts and
to make and execute any and all contracts and instruments that it may consider
necessary or appropriate in connection with the management of the Partnership.
The General Partner shall have sole discretion in determining what distributions
of profits and income, if any, shall be made to the Limited Partners of any
Series (subject to the allocation provisions hereof), shall execute various
documents on behalf of each Series and the Limited Partners pursuant to powers
of attorney and supervise the liquidation of each Series if an event causing
dissolution of such Series occurs. The General Partner may in furtherance of the
business of each Series cause such Series to retain Advisors, including, but not
limited to, the General Partner, to act in furtherance of such Series' purposes
set forth in Section 4, all as described in the Prospectus relating to the
offering of the Units of such Series (the "Prospectus") in effect as of the time
that such Limited Partner last purchased Units. The General Partner may engage,
and compensate on behalf of a Series from funds of such Series, or agree to
share profits and losses with, such persons, firms or corporations, including
(except as described in Section 8(d) of this Agreement) the General Partner and
any affiliated person or entity, as the General Partner in its sole judgment
shall deem advisable for the conduct and operation of the business of such
Series, provided, that no such arrangement shall allow brokerage commissions
paid by a Series in excess of the amount described in the Prospectus or as
permitted under applicable North American Securities Administrators Association,
Inc. Guidelines for the Registration of Commodity Pool Programs ("NASAA
Guidelines") in effect as of the date of the Prospectus, whichever is higher
(the "Cap Amount"). The General Partner shall reimburse each Series, on an
annual basis, to the extent that such Series' brokerage commissions paid to the
General Partner and the Quarterly Performance Fee, as described in the
Prospectus, exceed the Cap Amount. The General Partner is hereby specifically
authorized to enter into, on behalf of each Series, the initial subscription
escrow agreements, the Advisory Agreements and the Selling Agreement as
described in the Prospectus. The General Partner shall not enter into an
Advisory Agreement with any trading advisor that does not satisfy the relevant
experience (i.e., ordinarily a minimum of three years) requirements under the
NASAA Guidelines. Each Series' brokerage commissions may not be increased
without prior written notice to Limited Partners within such Series within
sufficient time for the exercise of their redemption rights prior to such
increase becoming effective. Such notification shall contain a description of
such Limited Partner's voting and redemption rights and a description of any
material effect of such increase. In addition to any specific contract or
agreements described herein, the General Partner on behalf of each Series may
enter into any other contracts or agreements specifically described in or
contemplated by the Prospectus without any further act, approval or vote of the
Limited Partners of such Series notwithstanding any other provisions of this
Agreement, the Act or any applicable law, rule or regulations. The General
Partner shall be under a fiduciary duty to conduct the affairs of each Series in
the best interests of such Series. The Limited Partners of a Series will under
no circumstances be deemed to have contracted away the fiduciary obligations
owed them by the General Partner. The General Partner's fiduciary duty includes,
among other things, the safekeeping of all
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Series funds and assets and the use thereof for the benefit of such Series. The
General Partner shall at all times act with integrity and good faith and
exercise due diligence in all activities relating to the conduct of the business
of each Series and in resolving conflicts of interest. Each Series' brokerage
arrangements shall be non-exclusive, and the brokerage commissions paid by each
Series shall be competitive. Each Series shall seek the best price and services
available for its commodity transactions. The General Partner is hereby
authorized to perform all other duties imposed by Sections 6221 through 6234 of
the Code on the General Partner as the "tax matters partner" of each Series and
the Partnership.
Each Series shall make no loans to any party, and the funds of each Series
will not be commingled with the funds of any other person or entity or other
Series (deposit of funds with a clearing broker, clearinghouse or forward dealer
or entering into joint ventures or partnerships shall not be deemed to
constitute "commingling" for these purposes). Except in respect of the
Performance Fee, no person or entity may receive, directly or indirectly, any
advisory, management or performance fees, or any profit-sharing allocation from
joint ventures, partnerships or similar arrangements in which a Series
participates, for investment advice or management, who shares or participates in
any clearing brokerage commissions; no broker may pay, directly or indirectly,
rebates or give-ups to any trading advisor or manager or to the General Partner
or any of their respective affiliates in respect of sales of the Units within
such Series; and such prohibitions may not be circumvented by any reciprocal
business arrangements. The foregoing prohibition shall not prevent each Series
from executing, at the direction of any Advisor, transactions with any futures
commission merchant, broker or dealer. The maximum period covered by any
contract entered into by each Series, except for the various provisions of the
Selling Agreement which survive each closing of the sales of the Units of such
Series, shall not exceed one year. Any material change in a Series' basic
investment policies or structure shall require the approval of Limited Partners
of such Series owning Units representing more than fifty percent (50%) of all
Units within a Series then owned by the Limited Partners. Any agreements between
a Series and the General Partner or any affiliate of the General Partner (as
well as any agreements between the General Partner or any affiliate of the
General Partner and any Advisor) shall be terminable without penalty by such
Series upon no more than 60 days' written notice. All sales of Units in the
United States will be conducted by registered brokers. Each Series is prohibited
from employing the trading technique commonly known as "pyramiding" as such term
is defined in Section I.B. of the NASAA Guidelines. A trading manager or Advisor
of each Series taking into account each Series' open trade equity on existing
positions in determining generally whether to acquire additional commodity
positions on behalf of each Series will not be considered to be engaging in
"pyramiding." The General Partner may take such other actions on behalf of each
Series as the General Partner deems necessary or desirable to manage the
business of such Series. The General Partner is engaged, and may in the future
engage, in other business activities and shall not be required to refrain from
any other activity nor forego any profits from any such activity, whether or not
in competition with each Series. Limited Partners may similarly engage in any
such other business activities. The General Partner shall devote to each Series
such time as the General Partner may deem advisable to conduct such Series'
business and affairs.
10. Audits and Reports to Limited Partners. Each Series' books shall be
audited annually by an independent certified public accountant. The General
Partner will use its best efforts to cause each Limited Partner of a Series to
receive (i) within 90 days after the close of each fiscal year certified
financial statements of such Series for the fiscal year then ended, (ii) within
90 days of the end of each fiscal year (but in no event later than March 15 of
each year) such tax information as is necessary for a Limited Partner to
complete his federal income tax return, (iii) any applicable Form 1099 or other
documentation evidencing payment of interest income to each Limited Partner, and
(iv) such other annual and monthly information as the CFTC may by regulation
require. The General Partner of a Series shall notify its Limited Partners
within seven business days of any material change (i) in the agreements with
such Series' Advisors, including any modification in the method of calculating
the advisory fee and (ii) in the compensation of any party relating to such
Series. Limited Partners of a Series or their duly authorized representatives
may inspect such Series' books and records during normal business hours upon
reasonable written notice to the General Partner and obtain copies of such
records (including by post upon payment of reasonable mailing costs), upon
payment of reasonable reproduction costs; provided, however, upon request by the
General Partner, the Limited Partner shall represent that the inspection and/or
copies of such records will not be for commercial purposes unrelated to such
Limited Partner's interest as a beneficial owner of such Series. The General
Partner shall have the
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right to keep confidential from the Limited Partners of a Series, for such
period of time as the General Partner deems reasonable, any information that the
General Partner reasonably believes that such Series is required by law or by
agreement with a third party to keep confidential, provided that such
information may not be kept confidential if it involved a transaction between
such Series and an affiliate of the General Partner. The General Partner shall
calculate the approximate Net Asset Value per Unit of each Series on a daily
basis and furnish such information upon request to any Limited Partner of the
applicable Series. The General Partner shall maintain and preserve all
Partnership records for a period of not less than six years. The General Partner
will, with the assistance of each Series' clearing brokers, make an annual
review of the clearing brokerage arrangements applicable to such Series. In
connection with such review, the General Partner will ascertain, to the extent
practicable, the clearing brokerage rates charged to other major commodity pools
whose trading and operations are, in the opinion of the General Partner,
comparable to those of each Series in order to assess whether the rates charged
each Series are competitive in light of the services it receives. If, as a
result of such review, the General Partner determines that such rates are not
competitive in light of the services provided to each Series, the General
Partner will notify the Limited Partners, setting forth the rates charged to
each Series and several funds which are, in the General Partner's opinion,
comparable to each Series.
11. Assignability of Units. Each Limited Partner expressly agrees that he
will not voluntarily assign, transfer or dispose of, by gift or otherwise, any
of his Units or any part or all of his right, title and interest in the capital
or profits of a Unit in violation of any applicable federal or state securities
laws or without giving written notice to the General Partner at least 30 days
prior to the date of such assignment, transfer or disposition. No assignment,
transfer or disposition by an assignee of Units of any Series or of any part of
his right, title and interest in the capital or profits of such Units shall be
effective against such Series or the General Partner until the General Partner
receives the written notice of the assignment; the General Partner shall not be
required to give any assignee any rights hereunder prior to receipt of such
notice. The General Partner may, in its sole discretion, waive any such notice.
No such assignee, except with the consent of the General Partner, which consent
may be withheld in the absolute discretion of the General Partner, may become a
substituted Limited Partner of a Series, nor will the estate or any beneficiary
of a deceased Limited Partner or assignee have any right to redeem Units from
such Series except by redemption as provided in Section 12 hereof. The General
Partner has discretion to withhold consent to prevent or minimize potential
adverse legal or tax consequences to such Series. Each Limited Partner agrees
that with the consent of the General Partner any assignee may become a
substituted Limited Partner without need of the further act or approval of any
Limited Partner. If the General Partner withholds consent, an assignee shall not
become a substituted Limited Partner, and shall not have any of the rights of a
Limited Partner, except that the assignee shall be entitled to receive that
share of capital and profits and shall have that right of redemption to which
his assignor would otherwise have been entitled. No assignment, transfer or
disposition of Units of a Series shall be effective against each Series or the
General Partner until the first day of the month succeeding the month in which
the General Partner consents to such assignment, transfer or disposition. No
Units of a Series may be transferred where, after the transfer, either the
transferee or the transferor would hold less than the minimum number of Units of
such Series equivalent to an initial minimum purchase, except for transfers by
gift, inheritance, intrafamily transfers, family dissolutions, and transfers to
Affiliates.
12. Redemptions. A Limited Partner or any assignee of Units of whom the
General Partner has received written notice as described above may redeem all or
any of his Units in an amount not less than $1,000.00 within a Series (such
redemption being herein referred to as a "redemption") effective as of the close
of business (as determined by the General Partner) on the last day of any month;
provided that: (i) all liabilities, contingent or otherwise, of such Series
(including such Series' allocable share of the liabilities, contingent or
otherwise, of any entities in which such Series invests), except any liability
to Limited Partners within such Series on account of their capital
contributions, have been paid or there remains property of such Series
sufficient to pay them; (ii) the General Partner shall have timely received a
request for redemption, as provided in the following paragraph, and (iii) such
Limited Partner having an investment remaining in such Series after giving
effect to the requested redemption at least equal to the minimum initial
investment amount of $5,000.
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Requests for redemption must be received by the General Partner at least
ten calendar days, or such lesser period as shall be acceptable to the General
Partner, in advance of the requested effective date of redemption. The General
Partner may declare additional redemption dates upon notice to the Limited
Partners of a Series as well as to those assignees of whom the General Partner
has received notice as described above.
Requests for redemption accepted by the General Partner are payable at the
applicable month-end Net Asset Value per Unit of the Series being redeemed. The
General Partner is authorized to liquidate positions to the extent it deems
necessary or appropriate to honor any such redemption requests.
If at the close of business (as determined by the General Partner) on any
day, the Net Asset Value per Unit of a Series has decreased to less than 50% of
the Net Asset Value per Unit of such Series as of the most recent month-end,
after adding back all distributions, the General Partner shall notify Limited
Partners within such Series within seven business days thereafter and shall
liquidate all open positions with respect to such Series as expeditiously as
possible and suspend trading. Within ten business days after the date of
suspension of trading, the General Partner (and any other general partners of
such Series) shall declare a Special Redemption Date with respect to such
Series. Such Special Redemption Date shall be a business day within 30 business
days from the date of suspension of trading by such Series, and the General
Partner shall mail notice of such date to each Limited Partner of such Series
and assignee of Units within such Series of whom it has received written notice,
by first-class mail, postage prepaid, not later than ten business days prior to
such Special Redemption Date, together with instructions as to the procedure
such Limited Partner or assignee must follow to have his interest in such Series
redeemed on such date (only entire, not partial, interests may be so redeemed
unless otherwise determined by the General Partner). Upon redemption pursuant to
a Special Redemption Date, a Limited Partner or any other assignee of whom the
General Partner has received written notice as described above, shall receive
from the applicable Series an amount equal to the Net Asset Value of his
interest in such Series, determined as of the close of business (as determined
by the General Partner) on such Special Redemption Date. No redemption charges
shall be assessed on any such Special Redemption Date. As in the case of a
regular redemption, an assignee shall not be entitled to redemption until the
General Partner has received written notice (as described above) of the
assignment, transfer or disposition under which the assignee claims an interest
in the Units to be redeemed. If, after such Special Redemption Date, the Net
Assets of such Series are at least $500,000 and the Net Asset Value of a Unit
within such Series is in excess of $250, such Series may, in the discretion of
the General Partner, resume trading. The General Partner may at any time and in
its discretion declare a Special Redemption Date, should the General Partner
determine that it is in the best interests of a Series to do so. The General
Partner in its notice of a Special Redemption Date may, in its discretion,
establish the conditions, if any, under which other Special Redemption Dates
must be called, which conditions may be determined in the sole discretion of the
General Partner, irrespective of the provisions of this paragraph. The General
Partner may also, in its discretion, declare additional regular redemption dates
for Units within a Series and permit certain Limited Partners to redeem at other
than month-end.
Except as otherwise set forth above, redemption payments will be made
within 20 business days after the month-end of redemption, except that under
special circumstances, including, but not limited to, inability to liquidate
dealers' positions as of a redemption date or default or delay in payments due a
Series from clearing brokers, banks or other persons or entities, such Series
may in turn delay payment to Limited Partners or assignees requesting redemption
of their Units of the proportionate part of the Net Asset Value of such Units
within such Series equal to that proportionate part of such Series' aggregate
Net Asset Value represented by the sums which are the subject of such default or
delay. The General Partner shall cause redemption payments to be sent from the
Additional Accounts to the last known addresses of the Limited Partner
requesting redemption; provided, however, that such Limited Partners shall cease
to be Limited Partners upon payment of the redemption amounts and such Limited
Partners shall have no claim against the assets of a Series in which they were
Limited Partners except for such redemption payments.
The General Partner may require a Limited Partner to redeem all or a
portion of such Limited Partner's Units within a Series if the General Partner
considers doing so to be desirable for the protection of such Series, and will
use best efforts to do so to the extent necessary to prevent each Series from
being deemed to hold
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"plan assets" under the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or the Code, with respect to any "employee
benefit plan" subject to ERISA or with respect to any plan or account subject to
Section 4975 of the Code.
13. Offering of Units. The General Partner on behalf of each Series shall
(i) cause to be filed a Registration Statement or Registration Statements, and
such amendments thereto as the General Partner deems advisable, with the
Securities and Exchange Commission for the registration and ongoing public
offering of the Units, (ii) use its best efforts to qualify and to keep
qualified Units for sale under the securities laws of such States of the United
States or other jurisdictions as the General Partner shall deem advisable and
(iii) take such action with respect to the matters described in (i) and (ii) as
the General Partner shall deem advisable or necessary. The General Partner shall
use its best efforts not to accept any subscriptions for Units if doing so would
cause a Series to hold "plan assets" under ERISA or the Code with respect to any
"employee benefit plan" subject to ERISA or with respect to any plan or account
subject to Section 4975 of the Code. If such a Limited Partner has its
subscription reduced for such reason, such Limited Partner shall be entitled to
rescind its subscription in its entirety even though subscriptions are otherwise
irrevocable.
14. Additional Offerings. The General Partner may, in its discretion, make
additional public or private offerings of Units, provided that the net proceeds
to a Series of any such sales of additional Units of such Series shall in no
event be less than the Net Asset Value per Unit within such Series (as defined
in Section 5(d) hereof) at the time of sale (unless the new Unit's participation
in the profits and losses of such Series is appropriately adjusted). No Limited
Partner shall have any preemptive, preferential or other rights with respect to
the issuance or sale of any additional Units, other than as set forth in the
preceding sentence. The Partnership may offer different Series or classes of
Units having different economic terms than previously offered Series or classes
of Units as determined by the General Partner; provided that the issuance of
such a new Series or class of Units shall in no respect adversely affect the
holders of outstanding Units; and provided further that the assets attributable
to each such Series or class shall, to the maximum extent permitted by law, be
treated as legally separate and distinct pools of assets, and the assets
attributable to one such Series or class be prevented from being used in any
respect to satisfy or discharge any debt or obligation of any other such Series
or class.
15. Special Power of Attorney. Each Limited Partner by his execution of
this Agreement does hereby irrevocably constitute and appoint the General
Partner and each officer of the General Partner, with power of substitution, as
his true and lawful attorney-in-fact, in his name, place and stead, to execute,
acknowledge, swear to (and deliver as may be appropriate) on his behalf and file
and record in the appropriate public offices and publish (as may in the
reasonable judgment of the General Partner be required by law): (i) this
Agreement, including any amendments and/or restatements hereto duly adopted as
provided herein; (ii) certificates in various jurisdictions, and amendments
and/or restatements thereto, and of assumed name or of doing business under a
fictitious name with respect to each Series or the Partnership; (iii) all
conveyances and other instruments which the General Partner deems appropriate to
qualify or continue each Series or the Partnership in the State of Delaware and
the jurisdictions in which each Series or the Partnership may conduct business,
or which may be required to be filed by each Series or the Limited Partners
under the laws of any jurisdiction or under any amendments or successor statutes
to the Act, to reflect the dissolution or termination of each Series or the
Partnership, or each Series or the Partnership being governed by any amendments
or successor statutes to the Act or to reorganize or refile each Series or the
Partnership in a different jurisdiction; and (iv) to file, prosecute, defend,
settle or compromise litigation, claims or arbitrations on behalf of each
Series. The Power of Attorney granted herein shall be irrevocable and deemed to
be a power coupled with an interest (including, without limitation, the interest
of the other Limited Partners in the General Partner being able to rely on the
General Partner's authority to act as contemplated by this Section 15) and shall
survive and shall not be affected by the subsequent incapacity, disability or
death of a Limited Partner.
16. Withdrawal of a Limited Partner. The Partnership shall be dissolved
upon the final dissolution of each Series created hereunder. Each Series shall
be dissolved upon the withdrawal, dissolution, insolvency or removal of the
General Partner with respect to such Series, or any other event that causes the
General Partner to cease to be a general partner with respect to such Series
under the Act, unless such Series is continued
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pursuant to the terms of Section 5(a)(3). In addition, the General Partner may
withdraw from each Series, without any breach of this Agreement, at any time
upon 120 days' written notice by first class mail, postage prepaid, to each
Limited Partner of such Series and assignee of whom the General Partner has
notice; provided, that such resignation shall not become effective unless and
until a successor general partner is in place. If the General Partner withdraws
as general partner with respect to a Series and such Series' business is
continued, the withdrawing General Partner shall pay all expenses incurred
directly as a result of its withdrawal. In the event of the General Partner's
removal or withdrawal, with respect to a Series, the General Partner shall be
entitled to a redemption of its interest in such Series at its Net Asset Value
with respect to such Series on the next closing date following the date of
removal or withdrawal. The General Partner may not assign its interest in the
Partnership or its obligation to direct the trading of each Series' assets
without the consent of each Limited Partner of the effected Series. The death,
incompetency, withdrawal, insolvency or dissolution of a Limited Partner or any
other event that causes a Limited Partner to cease to be a Limited Partner
(within the meaning of the Act) in a Series shall not terminate or dissolve such
Series, and a Limited Partner, his estate, custodian or personal representative
shall have no right to redeem or value such Limited Partner's interest in such
Series except as provided in Section 12 hereof. Each Limited Partner within a
Series agrees that in the event of his death, he waives on behalf of himself and
his estate, and directs the legal representatives of his estate and any person
interested therein to waive, the furnishing of any inventory, accounting or
appraisal of the assets of such Series or the Partnership and any right to an
audit or examination of the books of such Series or the Partnership. Nothing in
this Section 16 shall, however, waive any right given elsewhere in this
Agreement for a Limited Partner to be informed of the Net Asset Value of his
Units, to receive periodic reports, audited financial statements and other
information from the General Partner or to redeem or transfer Units.
17. Standard of Liability; Indemnification.
(a) Standard of Liability for the General Partner. The General Partner and
its Affiliates, as defined below, shall have no liability to any Series or to
any Limited Partner of such Series for any loss suffered by such Series or such
Limited Partner which arises out of any action or inaction of the General
Partner or its Affiliates if the General Partner, in good faith, determined that
such course of conduct was in the best interests of such Series and such course
of conduct did not constitute negligence or misconduct of the General Partner or
its Affiliates.
(b) Indemnification of the General Partner by each Series. To the fullest
extent permitted by law, subject to this Section 17, the General Partner and its
Affiliates shall be indemnified by each Series against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any claims sustained by
them in connection with such Series; provided that such claims were not the
result of negligence or misconduct on the part of the General Partner or its
Affiliates, and the General Partner, in good faith, determined that such conduct
was in the best interests of such Series; and provided further that Affiliates
of the General Partner shall be entitled to indemnification only for losses
incurred by such Affiliates in performing the duties of the General Partner with
respect to such Series and acting wholly within the scope of the authority of
the General Partner. Notwithstanding anything to the contrary contained in the
preceding two paragraphs, the General Partner and its Affiliates and any persons
acting as Selling Agents for the Units shall not be indemnified for any losses,
liabilities or expenses arising from or out of an alleged violation of federal
or state securities laws unless (1) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs should be
made. In any claim for indemnification for federal or state securities law
violations, the party seeking indemnification shall place before the court the
position of the Securities and Exchange Commission, the California Department of
Corporations, the Massachusetts Securities Division, the Missouri Securities
Division, the Pennsylvania Securities Commission, the Tennessee Securities
Division, the Texas Securities Board and any other state or applicable
regulatory authority with respect to the issue of indemnification for securities
law violations. Each Series shall not bear
A-13
the cost of that portion of any insurance which insures any party against any
liability the indemnification of which is herein prohibited. For the purposes of
this Section 17, the term "Affiliates" shall mean any person acting on behalf of
or performing services on behalf of any Series who: (1) directly or indirectly
controls, is controlled by, or is under common control with the General Partner;
or (2) owns or controls 10% or more of the outstanding voting securities of the
General Partner; or (3) is an officer or director of the General Partner; or (4)
if the General Partner is an officer, director, partner or trustee, is any
entity for which the General Partner acts in any such capacity. Advances from a
Series Estate to the General Partner and its Affiliates for legal expenses and
other costs incurred as a result of any legal action initiated against the
General Partner by a Limited Partner are prohibited. Advances from any Series'
Estate to the General Partner and its Affiliates for legal expenses and other
costs incurred as a result of a legal action will be made only if the following
three conditions are satisfied: (1) the legal action relates to the performance
of duties or services by the General Partner or its Affiliates on behalf of such
Series; (2) the legal action is initiated by a third party who is not a Limited
Partner; and (3) the General Partner or its Affiliates undertake to repay the
advanced funds, with interest from the date of such advance, to such Series in
cases in which they would not be entitled to indemnification under the standard
of liability set forth in Section 17(a). In no event shall any indemnity or
exculpation provided for herein be more favorable to the General Partner or any
Affiliate than that contemplated by the NASAA Guidelines as currently in effect.
In no event shall any indemnification permitted by this subsection (b) of
Section 17 be made by a Series unless all provisions of this Section for the
payment of indemnification have been complied with in all respects. Furthermore,
it shall be a precondition of any such indemnification that the effected Series
receive a determination of qualified independent legal counsel in a written
opinion that the party which seeks to be indemnified hereunder has met the
applicable standard of conduct set forth herein. Receipt of any such opinion
shall not, however, in itself, entitle any such party to indemnification unless
indemnification is otherwise proper hereunder. Any indemnification payable by a
Series hereunder shall be made only as provided in the specific case. In no
event shall any indemnification obligations of a Series under this subsection
(b) of this Section 17 subject a Limited Partner to any liability in excess of
that contemplated by subsection (e) of Section 8 hereof.
(c) Indemnification of each Series by the Limited Partners. In the event a
Series is made a party to any claim, dispute or litigation or otherwise incurs
any loss or expense as a result of or in connection with any of such Series'
Limited Partner's activities, obligations or liabilities unrelated to such
Series' business, such Limited Partner shall indemnify and reimburse such Series
for all loss and expense incurred, including reasonable attorneys' fees.
18. Amendments; Meetings.
(a) Amendments with Consent of the General Partner. The General Partner
may amend this Agreement with the approval of more than fifty percent (50%) of
the Units then owned by Limited Partners of each Series. No meeting procedure or
specified notice period is required in the case of amendments made with the
consent of the General Partner, mere receipt of an adequate number of unrevoked
written consents from Limited Partners of each Series being sufficient. The
General Partner may amend this Agreement without the consent of the Limited
Partners of each Series in order (i) to clarify any clerical inaccuracy or
ambiguity or reconcile any inconsistency (including any inconsistency between
this Agreement and the Prospectus), (ii) to effect the intent of the tax
allocations proposed herein to the maximum extent possible in the event of a
change in the Code or the interpretations thereof affecting such allocations,
(iii) to attempt to ensure that either Series is not treated as an association
taxable as a corporation for federal income tax purposes, (iv) to qualify or
maintain the qualification of the Partnership as a limited partnership in any
jurisdiction, (v) to delete or add any provision of or to this Agreement
required to be deleted or added by the Staff of the Securities and Exchange
Commission or any other federal agency or any state "Blue Sky" official or
similar official or in order to opt to be governed by any amendment or successor
statute to the Act, (vi) to make any amendment to this Agreement which the
General Partner deems advisable, including amendments that reflect the offering
and issuance of additional Units, whether or not issued through a Series,
provided that such amendment is not adverse to the Limited Partners of either
Series, or that is required by law, and (vii) to make any amendment that is
appropriate or necessary, in the opinion of the general partner, to prevent each
Series or the General Partner or its directors, officers or controlling persons
from in any manner being
A-14
subjected to the provisions of the Investment Company Act of 1940, as amended,
or to prevent the assets of either Series from being considered for any purpose
of ERISA or Section 4975 of the Code to constitute assets of any "employee
benefit plan" as defined in and subject to ERISA or of any "plan" subject to
Section 4975 of the Code.
(b) Amendments and Actions without Consent of the General Partner. In any
vote called by the General Partner or pursuant to section (c) of this Section
18, upon the affirmative vote (which may be in person or by proxy) of more than
fifty percent (50%) of the Units then owned by Limited Partners of each Series,
the following actions may be taken, irrespective of whether the General Partner
concurs: (i) this Agreement may be amended, provided, however, that approval of
all Limited Partners of each Series shall be required in the case of amendments
changing or altering this Section 18, extending the term of each Series or the
Partnership, or materially changing each Series' basic investment policies or
structure; in addition, reduction of the capital account of any Limited Partner
or assignee or modification of the percentage of profits, losses or
distributions to which a Limited Partner or an assignee is entitled hereunder
shall not be effected by any amendment or supplement to this Agreement without
such Limited Partner's or assignee's written consent; (ii) each Series or the
Partnership may be dissolved; (iii) the General Partner may be removed and
replaced; (iv) a new general partner or general partners may be elected if the
General Partner withdraws from each Series; (v) the sale of all or substantially
all of the assets of each Series may be approved; and (vi) any contract with the
General Partner or any affiliate thereof may be disapproved of and, as a result,
terminated upon 60 days' notice.
(c) Meetings; Other Voting Matters. A Limited Partner in either Series
upon request addressed to the General Partner shall be entitled to obtain from
the General Partner, upon payment in advance of reasonable reproduction and
mailing costs, a list of the names and addresses of record of all Limited
Partners within such Series and the number of Units held by each (which shall be
mailed by the General Partner to the Limited Partner within ten days of the
receipt of the request); provided, that the General Partner may require any
Limited Partner requesting such information to submit written confirmation that
such information will not be used for commercial purposes and will only be used
for a legitimate purpose related to such person being a Limited Partner. Upon
receipt of a written proposal, signed by Limited Partners owning Units
representing at least 10% of the Units then owned by Limited Partners, that a
meeting of such Series be called to vote upon any matter upon which the Limited
Partners may vote pursuant to this Agreement, the General Partner shall, by
written notice to each Limited Partner within that Series of record sent by
certified mail within 15 days after such receipt, call a meeting of such Series
or the Partnership. Such meeting shall be held at least 30 but not more than 60
days after the mailing of such notice, and such notice shall specify the date
of, a reasonable place and time for, and the purpose of such meeting. The
General Partner may not restrict the voting rights of Limited Partners as set
forth herein. In the event that the General Partner or the Limited Partners vote
to amend this Agreement in any material respect, the amendment will not become
effective prior to all Limited Partners having an opportunity to redeem their
Units.
19. Miscellaneous.
(a) Notices. All notices under this Agreement shall be in writing and
shall be effective upon personal delivery, or if sent by first class mail,
postage prepaid, addressed to the last known address of the party to whom such
notice is to be given, upon the deposit of such notice in the United States
mail.
(b) Binding Effect. This Agreement shall inure to and be binding upon all
of the parties, all parties indemnified under Section 17 hereof, and their
respective successors and assigns, custodians, estates, heirs and personal
representatives. For purposes of determining the rights of any Limited Partner
or assignee hereunder, each Series and the Partnership, the General Partner may
rely upon each Series records as to who are Limited Partners and assignees of
such Series, and all Limited Partners and assignees agree that their rights
shall be determined and they shall be bound thereby.
(c) Captions. Captions in no way define, limit, extend or describe the
scope of this Agreement nor the effect of any of its provisions. Any reference
to "persons" in this Agreement shall also be deemed to include entities, unless
the context otherwise requires.
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20. Benefit Plan Investors. Each Limited Partner that is an "employee
benefit plan" as defined in and subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or a "plan" as defined in Section
4975 of the Code (each such employee benefit plan and plan, a "Plan"), and each
fiduciary thereof who has caused the Plan to become a Limited Partner (a "Plan
Fiduciary"), represents and warrants that:
(a) the Plan Fiduciary has considered an investment in each Series for
such Plan in light of the risks relating thereto;
(b) the Plan Fiduciary has determined that, in view of such
considerations, the investment in each Series for such Plan is consistent
with the Plan Fiduciary's responsibilities under ERISA;
(c) the investment in a Series by the Plan does not violate and is not
otherwise inconsistent with the terms of any legal document constituting
the Plan or any trust agreement thereunder;
(d) the Plan's investment in a Series has been duly authorized and
approved by all necessary parties;
(e) none of the General Partner, any Advisor to a Series, any selling
agent, the clearing broker, the escrow agent, any broker or dealer through
which any Advisor requires each Series to trade, any of their respective
affiliates or any of their respective agents or employees: (i) has
investment discretion with respect to the investment of assets of the Plan
used to purchase the Units; (ii) has authority or responsibility to or
regularly gives investment advice with respect to the assets of the Plan
used to purchase the Units for a fee and pursuant to an agreement or
understanding that such advice will serve as a primary basis for investment
decisions with respect to the Plan and that such advice will be based on
the particular investment needs of the Plan; or (iii) is an employer
maintaining or contributing to the Plan; and
(f) the Plan Fiduciary: (i) is authorized to make, and is responsible
for, the decision for the Plan to invest in each Series, including the
determination that such investment is consistent with the requirement
imposed by Section 404 of ERISA that Plan investments be diversified so as
to the risks of large losses; (ii) is independent of the General Partner,
any Advisor to each Series, any selling agent, the clearing broker, the
escrow agent, any broker or dealer through which any Advisor requires each
Series to trade, and any of their respective affiliates; and (iii) is
qualified to make such investment decision.
21. No Legal Title to Series Estate. The Limited Partners within a Series
shall not have legal title to any part of such Series Estate.
22. Legal Title. Legal title to all Series Estate shall be vested in such
Series; except where applicable law in any jurisdiction requires any part of
such Series Estate to be vested otherwise, the General Partner may cause legal
title to each Series Estate or any portion thereof to be held by or in the name
of the General Partner or any other person as nominee for and on behalf of such
Series.
23. Creditors. No creditors of any Limited Partners within a Series shall
have any right to obtain possession of, or otherwise exercise legal or equitable
remedies with respect to, such Series Estate.
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IN WITNESS WHEREOF, the undersigned have duly executed this Limited
Partnership Agreement as of the day and year first above written.
QUADRIGA CAPITAL MANAGEMENT, INC.
as General Partner
By:
--------------------------------------
Name: Christian Baha
Title: President
All Limited Partners now and hereafter admitted as Limited Partners of each
Series, pursuant to powers of attorney now and hereafter executed in favor of,
and granted and delivered to, the General Partner.
By: QUADRIGA CAPITAL MANAGEMENT, INC.
as Attorney-in-Fact
By:
--------------------------------------
Name: Christian Baha
Title: President
A-17
EXHIBIT B
QUADRIGA SUPERFUND, L.P. REQUEST FOR REDEMPTION
Please send original to: Quadriga Superfund, L.P., c/o Quadriga Asset
Management, Inc., 551 5th Avenue, Suite 1520, New York, New York 10176.
Limited Partner Number
Social Security Numbers/ Taxpayer ID Number
Dear Sir/Madam:
The undersigned hereby requests redemption, as defined in and subject to
all the terms and conditions of the Partnership Agreement of QUADRIGA SUPERFUND,
L.P. Series (A or B as applicable) ("Partnership"), of $
(insert dollar amount to be redeemed; minimum of $1,000.00 if less than all
Units are being redeemed, subject to remaining investment of at least $5,000.00.
IF NO DOLLAR AMOUNT IS ENTERED HERE, IT WILL BE ASSUMED THAT THE LIMITED PARTNER
WISHES TO REDEEM ALL UNITS) of the undersigned's units of beneficial interest
("units") in each Series at the net asset value per unit, as described in the
prospectus, as of the close of business at the end of the current month.
Redemption shall be effective as of the month-end immediately following receipt
by you of this request for redemption, provided that this request for redemption
is received ten (10) business days prior to the end of such month. The
undersigned hereby represents and warrants that the undersigned is the true,
lawful and beneficial owner of the units to which this request for redemption
relates with full power and authority to request redemption of such units. Such
units are not subject to any pledge or otherwise encumbered in any fashion.
UNITED STATES TAXABLE LIMITED PARTNERS ONLY
Under penalty of perjury, the undersigned hereby certifies that the Social
Security Number or Taxpayer ID Number indicated on this request for redemption
is the undersigned's true, correct and complete Social Security Number or
Taxpayer ID Number and that the undersigned is not subject to backup withholding
under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code.
NON-UNITED STATES LIMITED PARTNERS ONLY
Under penalty of perjury, the undersigned hereby certifies that (a) the
undersigned is not a citizen or resident of the United States or (b) (in the
case of an investor which is not an individual) the investor is not a United
States corporation, partnership, estate or trust.
SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
Please forward redemption funds by mail to the undersigned at:
Name, Street,
City, State and Zip Code
Entity Limited Partner Individual Limited Partner(s)
(Name of Entity) (Signature of Limited Partner)
(Signature of Limited Partner)
By: (Authorized Corporate Officer, Partner, Custodian or Trustee)
Title
B-1
EXHIBIT C
QUADRIGA SUPERFUND, L.P.
SUBSCRIPTION REQUIREMENTS
By executing the Subscription Agreement and Power of Attorney for Quadriga
Superfund, L.P. (the "Partnership"), each purchaser ("purchaser") of units of
beneficial interest ("Units") in each Series ("Series") irrevocably subscribes
for Units at a price equal to the net asset value per unit as of the end of the
month in which the subscription is accepted, provided such subscription is
received at least five business days prior to such month end, as described in
each Series' prospectus dated May , 2002 (the "Prospectus"). The minimum
subscription is $5,000 per Series; additional Units may be purchased with a
minimum investment of $1,000 for each Series in which the investor has made the
minimum investment. Subscriptions must be accompanied by a check in the full
amount of the subscription and made payable to "Quadriga Superfund, L.P Series
(A or B as applicable)." unless the purchaser's payment will be made by
debiting their brokerage account maintained with their selling agent. Purchaser
is also delivering to the selling agent an executed Subscription Agreement and
Power of Attorney (Exhibit D to the prospectus) and any other documents needed
(i.e., Trust, Pension, Corporate). If purchaser's Subscription Agreement and
Power of Attorney is accepted, purchaser agrees to contribute purchaser's
subscription to each Series and to be bound by the terms of the Limited
Partnership Agreement, attached as Exhibit A to the prospectus. Purchaser agrees
to reimburse each Series and Quadriga Capital Management, Inc. (the "General
Partner") for any expense or loss incurred as a result of the cancellation of
purchaser's units due to a failure of purchaser to deliver good funds in the
amount of the subscription price. By execution of the Subscription Agreement and
Power of Attorney, purchaser shall be deemed to have executed each Series
Agreement. As an inducement to the General Partner to accept this subscription,
purchaser (for the purchaser and, if purchaser is an entity, on behalf of and
with respect to each of purchaser's shareholders, partners, members or
beneficiaries), by executing and delivering purchaser's Subscription Agreement
and Power of Attorney, represents and warrants to the General Partner, the
clearing broker, the selling agent who solicited purchaser's subscription and
each Series, as follows: (a) Purchaser is of legal age to execute the
Subscription Agreement and Power of Attorney and is legally competent to do so.
Purchaser acknowledges that purchaser has received a copy of the prospectus,
including each Series Agreement. (b) All information that purchaser has
furnished to the General Partner or that is set forth in the Subscription
Agreement and Power of Attorney submitted by purchaser is correct and complete
as of the date of such Subscription Agreement and Power of Attorney, and if
there should be any change in such information prior to acceptance of
purchaser's subscription, purchaser will immediately furnish such revised or
corrected information to the General Partner. (c) Unless (d) or (e) below is
applicable, purchaser's subscription is made with purchaser's funds for
purchaser's own account and not as trustee, custodian or nominee for another.
(d) The subscription, if made as custodian for a minor, is a gift purchaser has
made to such minor and is not made with such minor's funds or, if not a gift,
the representations as to net worth and annual income set forth below apply only
to such minor. (e) If purchaser is subscribing in a representative capacity,
purchaser has full power and authority to purchase the units and enter into and
be bound by the Subscription Agreement and Power of Attorney on behalf of the
entity for which he is purchasing the units, and such entity has full right and
power to purchase such units and enter into and be bound by the Subscription
Agreement and Power of Attorney and become a Limited Partner pursuant to the
Partnership Agreement which is attached to the prospect us as Exhibit A. (f)
Purchaser either is not required to be registered with the Commodity Futures
Trading Commission ("CFTC") or to be a member of the National Futures
Association ("NFA") or if required to be so registered is duly registered with
the CFTC and is a member in good standing of the NFA. (g) Purchaser represents
and warrants that purchaser has (i) a net worth of at least $150,000 (exclusive
of home, furnishings and automobiles) or (ii) an annual gross income of at least
$45,000 and a net worth (similarly calculated) of at least $45,000. Residents of
the following states must meet the requirements set forth below (net worth in
all cases is exclusive of home, furnishings and automobiles). In addition,
purchaser may not invest more than 10% of his net worth (exclusive of home,
furnishings and automobiles) in each Series. (h) If the undersigned is acting on
behalf of an "employee benefit plan," as defined in and subject to the Employee
Retirement Income Security Act of 1974, as
C-1
amended ("ERISA"), or a "plan" as defined in and subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), the
individual signing this Subscription Agreement and Power of Attorney on behalf
of the undersigned hereby further represents and warrants as, or on behalf of,
the Plan responsible for purchasing units (the "Plan Fiduciary") that: (a) the
Plan Fiduciary has considered an investment in each Series for such plan in
light of the risks relating thereto; (b) the Plan Fiduciary has determined that,
in view of such considerations, the investment in each Series is consistent with
the Plan Fiduciary's responsibilities under ERISA; (c) the Plan's investment in
each Series does not violate and is not otherwise inconsistent with the terms of
any legal document constituting the Plan or any trust agreement thereunder; (d)
the Plan's investment in each Series has been duly authorized and approved by
all necessary parties; (e) none of the General Partner, each Series' advisor,
each Series' cash manager, each Series' clearing broker, any selling agent, any
of their respective affiliates or any of their respective agents or employees:
(i) has investment discretion with respect to the investment of assets of the
Plan used to purchase units; (ii) has authority or responsibility to or
regularly gives investment advice with respect to the assets of the Plan used to
purchase units for a fee and pursuant to an agreement or understanding that such
advice will serve as a primary basis for investment decisions with respect to
the Plan and that such advice will be based on the particular investment needs
of the Plan; or (iii) is an employer maintaining or contributing to the Plan;
and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for,
the decision to invest in each Series, including the determination that such
investment is consistent with the requirement imposed by Section 404 of ERISA
that Plan investments be diversified so as to minimize the risks of large
losses, (ii) is independent of the General Partner, each Series' advisor, each
Series' cash manager, each Series' clearing broker, any selling agent, each of
their respective affiliates, and (iii) is qualified to make such investment
decision. The undersigned will, at the request of the General Partner, furnish
the General Partner with such information as the General Partner may reasonably
require to establish that the purchase of the units by the Plan does not violate
any provision of ERISA or the Code, including without limitation, those
provisions relating to "prohibited transactions" by "parties in interest" or
"disqualified persons" as defined therein. (i) If the undersigned is acting on
behalf of a trust (the "Limited Partner Trust"), the individual signing the
Subscription Agreement and Power of Attorney on behalf of the Limited Partner
Trust hereby further represents and warrants that an investment in each Series
is permitted under each Series agreement of the Limited Partner Trust, and that
the undersigned is authorized to act on behalf of the Limited Partner Trust
under each Series agreement thereof.
1. Arizona -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000.
2. California -- Net worth of at least $500 million or a net worth of at
least $250,000 and an annual income of at least $65,000.
3. Massachusetts -- Net worth of at least $225,000 or a net worth of at
least $60,000 and an annual income of at least $60,000.
4. Michigan -- Net worth of at least $225,000 or a net worth of at least
$60,000 and a taxable income during the preceding year of at least $60,000.
5. Missouri -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of $60,000.
6. North Carolina -- Net worth of at least $225,000 or a net worth of at
least $60,000 and an annual taxable income of $60,000.
7. Pennsylvania -- Net worth of at least $175,000 or a net worth of at
least $100,000 and an annual taxable income of $50,000.
8. Tennessee -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000.
9. Texas -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000.
C-2
EXHIBIT D
[EXHIBIT D FORM]
D-1
EXHIBIT D(1)
[EXHIBIT D(1) FORM]
D-2
EXHIBIT D
D-3
[SUBSCRIPTION INSTRUCTIONS FORM]
D-4
[SUBSCRIPTION AGREEMENT FORM]
D-5
[POWER OF ATTORNEY FORM]
D-6
[SUBSCRIBER FORM]
D-7
[QUADRIGA FORM]
D-8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
QCM will advance certain offering expenses, as described in the Prospectus,
for which it shall be reimbursed by the Registrant in monthly installments
throughout the offering period up to the lesser of the actual amount of offering
expenses advanced by QCM, Inc. or 1% of net assets of each Series per annum. The
following is an estimate of the expenses for the next twelve-month period:
<Table>
<Caption>
APPROXIMATE
AMOUNT
-----------
Securities and Exchange Commission Registration Fee......... $ 18,400
National Association of Securities Dealers, Inc. Filing
Fee....................................................... 20,500
Printing Expenses........................................... 10,000
Fees of Certified Public Accountants........................ 50,000
--------
Blue Sky Expenses (Excluding Legal Fees).................... 25,000
Fees of Counsel............................................. 80,000
Escrow Fees................................................. 2,500
Salaries of Employees Engaged in Sales Activity............. 300,000
--------
Miscellaneous Offering Costs................................ 25,000
--------
Total............................................. $531,400
--------
</Table>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17 of the Partnership Agreement (attached as Exhibit A to the
Prospectus which forms a part of this Registration Statement) provides for the
indemnification of QCM and certain of its controlling persons by the Registrant
in certain circumstances. Such indemnification is limited to claims sustained by
such persons in connection with the Registrant; provided that such claims were
not the result of negligence or misconduct on the part of Quadriga Capital
Management, Inc. or such controlling persons. The Registrant is prohibited from
incurring the cost of any insurance covering any broader indemnification than
that provided above. Advances of Registrant funds to cover legal expenses and
other costs incurred as a result of any legal action initiated against QCM by a
Limited Partner are prohibited unless specific court approval is obtained.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On August 5, 2002, 10.073 Units in Series A and 10.003 Units in Series B of
limited partnership were sold to QCM in order to permit the filing of a
Certificate of Limited Partnership. The sale of these Units was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
No discounts or commissions were paid in connection with the sale, and no other
offeree or purchaser was solicited. There have been no other unregistered sales
of Units.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents (unless otherwise indicated) are filed herewith and
made a part of this Registration Statement.
(a) Exhibits
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
1.01 Form of Selling Agreement among each Series, QCM, and the
Selling Agent.
1.02 Form of Additional Selling Agreement among each Series, QCM
and the Additional Selling Agent.
3.01 Quadriga Superfund, L.P. Limited Partnership Agreement
(included as Exhibit A to the Prospectus).
3.02 Certificate of Limited Partnership
5.01(a) Opinion of Henderson & Lyman relating to the legality of the
Units.
5.01(b) Opinion of Henderson & Lyman with respect to federal income
tax consequences.
10.01 Form of Customer Agreement between each Series and the
Clearing Brokers.
10.02 Subscription Agreement and Power of Attorney (included as
Exhibit D to Prospectus)
10.03 Form of Escrow Agreement between each Series and HSBC Bank
USA.
23.02 Consents of KPMG LLP.
</Table>
(b) Financial Statement Schedules.
No Financial Schedules are required to be filed herewith.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement. (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering. II-2 118 (b) The undersigned
registrant hereby undertakes that: (1) For purposes of determining any liability
under the Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. (c) Insofar as indemnification for
liabilities under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the provisions
described in Item 14 above, or otherwise, the registrant had been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any such action, suit or
II-2
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the General
Partner of the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in St.
George's, Grenada, West Indies, on the 20th day of August, 2002.
QUADRIGA SUPERFUND, L.P.
By: QUADRIGA CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ CHRISTIAN BAHA
------------------------------------
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person on behalf
of QCM in the capacity and on the date indicated.
SIGNATURES TITLE WITH REGISTRANT DATE
(BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF QCM, INC.)
QUADRIGA CAPITAL MANAGEMENT, INC.
Managing Owner of Registrant
By: /s/ CHRISTIAN BAHA
------------------------------------
Title: President
August 20, 2002
II-4
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
1.01 Form of Selling Agreement among each Series, QCM, and the
Selling Agent.
1.02 Form of Additional Selling Agreement among each Series, QCM
and the Additional Selling Agent.
3.01 Quadriga Superfund, L.P. Limited Partnership Agreement
(included as Exhibit A to the Prospectus).
3.02 Certificate of Limited Partnership
5.01(a) Opinion of Henderson & Lyman relating to the legality of the
Units.
5.01(b) Opinion of Henderson & Lyman with respect to federal income
tax consequences.
10.01 Form of Customer Agreement between each Series and the
Clearing Brokers.
10.02 Subscription Agreement and Power of Attorney (included as
Exhibit D to Prospectus)
10.03 Form of Escrow Agreement between each Series and HSBC Bank
USA.
23.02 Consents of KPMG LLP.
</Table>